As reported by the Troubled Company Reporter on May 16, the Debtorwon permission to sell its six not-for-profit Texas nursing homesfor $18 million to Southern TX SNF Realty LLC. The Court approvedthe sale on May 10.

Wells Fargo serves as indenture trustee for holders of HealthFacility Revenue Bonds issued by Bell County Health FacilitiesDevelopment Corporation. As reported in the Troubled CompanyReporter on Feb. 28, 2013, the lenders led by Wells Fargo arealready owed $19.1 million for bonds issued prepetition.

MidCap Financial, LLC, owed $1.5 million for financing secured bya first-lien on accounts receivable, objected to the financing,arguing that the Debtor attempts to (i) use MidCap's collateralwithout providing MidCap with adequate protection and (ii) toemploy Sec. 364 of the Bankruptcy Code to impermissibly elevate aprepetition claim.

The Debtor in its DIP financing motion sought approval to use cashcollateral and obtain up to $351,000 in postpetition financing.However, a paragraph in the interim order provides that theproceeds of the DIP facility will be used to repay in full the$578,000 emergency bridge facility provided by Wells Fargoprovided just before the bankruptcy filing.

Thus, MidCap pointed out, the Debtor was actually asking for$350,000 in cash plus a roll-up of the $578,001 amount into theDIP Facility. MidCap stated that Sec. 364 of the Bankruptcy Coderequires that incurring debt is to occur after (i) notice, (ii) ahearing, and (iii) authorization from a court. Thus Sec. 364cannot be used to elevate whatever prepetition claim Wells Fargomay have to superpriority status, according to MidCap.

MidCap also claimed that the Debtor is unable to provide adequateprotection because MidCap's collateral is comprised of accountsreceivable that, once collected, are gone. In other words, eachtime the Debtor collects MidCap's collateral, that collateral iseroded and the Debtor has no unencumbered assets upon which theDebtor could grant sufficient replacement liens.

The Court granted interim approval of the DIP facility after theprovision authorizing the repayment of the emergency bridge loanwas intentionally omitted from the interim order.

As reported in the TCR on Feb. 26, 2013, Wells Fargo agreed toprovide financing to pay any shortfalls in the Debtor's continuingbusiness operations.

The Debtor said in court papers that the DIP loans will incurinterest at 8% per annum. The DIP facility required the quicksale of the assets.

About Advanced Living Technologies

Advanced Living Technologies, Inc., owner of six skilled nursingfacilities throughout Texas, filed a Chapter 11 petition (Bankr.W.D. Tex. Case No. 13-10313) on Feb. 20, 2013, with plans to sellsubstantially the facilities as a going-concern in two months.

U.S. Trustee Judy A. Robbins appointed three members to theOfficial Unsecured Creditors' Committee in the 2013 case.Greenberg Traurig, LLP represents the Committee.

ADVANCED LIVING: Greenberg Traurig Approved as Committee's Counsel------------------------------------------------------------------The Hon. H. Christopher Mott of the U.S. Bankruptcy Court for theWestern District of Texas has authorized the Official CommitteeCommittee of Unsecured Creditors in the Chapter 11 case ofAdvanced Living Technologies, Inc., to retain Greenberg Traurig,LLP as its counsel.

Advanced Living Technologies, Inc., owner of six skilled nursingfacilities throughout Texas, filed a Chapter 11 petition (Bankr.W.D. Tex. Case No. 13-10313) on Feb. 20, 2013, with plans to sellsubstantially the facilities as a going-concern in two months.

To the best of the Debtor's knowledge, Harrison does not holdinterest adverse to the estate.

About Advanced Living Technologies

Advanced Living Technologies, Inc., owner of six skilled nursingfacilities throughout Texas, filed a Chapter 11 petition (Bankr.W.D. Tex. Case No. 13-10313) on Feb. 20, 2013, with plans to sellsubstantially the facilities as a going-concern in two months.

As of the new Chapter 11 filing, the Debtor disclosed $12,095,711in assets and $27,768,993 in liabilities as of the Chapter 11filing.

U.S. Trustee Judy A. Robbins appointed three members to theOfficial Unsecured Creditors' Committee in 2013 case. GreenbergTraurig, LLP represents the Committee.

ADVANCED LIVING: Files Schedules of Assets and Liabilities----------------------------------------------------------Advanced Living Technologies, Inc., filed with the U.S. BankruptcyCourt for the Western District of Texas its schedules of assetsand liabilities, disclosing:

Advanced Living Technologies, Inc., owner of six skilled nursingfacilities throughout Texas, filed a Chapter 11 petition (Bankr.W.D. Tex. Case No. 13-10313) on Feb. 20, 2013, with plans to sellsubstantially the facilities as a going-concern in two months.

U.S. Trustee Judy A. Robbins appointed three members to theOfficial Unsecured Creditors' Committee in the 2013 case.Greenberg Traurig, LLP represents the Committee.

AES CORP: Moody's Rates $250MM Senior Note Add-On Offering 'Ba3'----------------------------------------------------------------Moody's Investors Service assigned a Ba3 rating to the AESCorporation's additional $250 million 4.875% senior notes due 2023completed on May 14, 2013. This offering will form a single serieswith the $500 million 4.875% senior notes due 2023 issued by AESon April 30, 2013.

Proceeds from the combined offering plus corporate cash will beused to fund the company's previously announced tender offer, toretire other outstanding indebtedness and for general corporatepurposes.

AFFYMAX INC: Taps Brenner Group for Restructuring Services----------------------------------------------------------Affymax, Inc., has retained The Brenner Group, Inc., anexperienced restructuring firm, to provide restructuring supportand related management services in order to implement a company-wide restructuring plan. With the retention of TBG in connectionwith the restructuring, John Orwin's employment will be terminatedand he will no longer hold the position of Chief Executive Officerafter May 15, 2013. Mr. Orwin will remain on the Company's Boardof Directors. In connection with the continuing restructuringefforts led by TBG, the Board of Directors plans to appoint a TBGrepresentative to the position of Chief Executive Officer in thecoming weeks and to have TBG representatives appointed as Companyofficers.

Meanwhile, the Board of Directors of Affymax, Inc., approved anamendment to the Company's 2006 Equity Incentive Plan to eliminatethe automatic initial and annual equity grants to non-employeedirectors. In addition, the Board of Directors eliminated thecash compensation per meeting fee for non-employee directors.

About Affymax

Affymax, Inc. (Nasdaq: AFFY) is a biopharmaceutical company basedin Palo Alto, California. In March 2012, the U.S. Food and DrugAdministration approved the Company's first and only product,OMONTYS(R) (peginesatide) Injection for the treatment of anemiadue to chronic kidney disease in adult patients on dialysis.OMONTYS is a synthetic, peptide-based erythropoiesis stimulatingagent, or ESA, designed to stimulate production of red blood cellsand has been the only once-monthly ESA available to the adultdialysis patient population in the U.S. The Company co-commercialized OMONTYS with its collaboration partner, TakedaPharmaceutical Company Limited, or Takeda during 2012 untilFebruary 2013, when the Company and Takeda announced a nationwidevoluntary recall of OMONTYS as a result of safety concerns.

The Company's balance sheet at March 31, 2013, showed$66.7 million in total assets, $81.5 million in total liabilities,and a stockholders' deficit of $14.8 million.

The Court also ordered that the Debtor will pay all quarterly feesto the U.S. Trustee that come due.

As reported in the Troubled Company Reporter on March 27, 2013,the Debtor sought voluntary dismissal of its case, saying it hasreached a deal with secured creditors on the payment of theirclaims outside of bankruptcy.

When the Debtor filed its case, a significant portion of itsproperty faced foreclosure by secured creditor, Regions Bank.However, since the Petition Date, Regions Bank transferredits claim to Hedge Capital S.A., a Luxembourg company. HedgeCapital and the Debtor have reached an agreement on theappropriate treatment of Hedge Capital's claim outside ofbankruptcy, and therefore neither the Debtor nor Hedge Capitalneed the protections offered by the Bankruptcy Code.

The Debtor also reached an agreement with remaining securedcreditors -- Genworth and MidFirst Bank -- regarding the treatmentof those creditors' claims outside of bankruptcy.

Therefore, neither the Debtor nor their remaining securedcreditors need the protections offered by the Bankruptcy Code.

Based on the agreed treatment of the secured creditors, the Debtoranticipates having sufficient cash flow and funds to pay itsunsecured creditors in full -- as initially proposed in theDebtor's Plan of Reorganization filed on Jan. 15, 2013. TheDebtor said the case no longer serves a bankruptcy purpose, as allcreditors will likely receive the full amount of their claimsoutside of bankruptcy and therefore do not need the protectionsoffered by the Bankruptcy Code.

The Debtor has not yet obtained confirmation of its plan, andtherefore no discharge has been granted. A hearing has earlierbeen set for April 2 to consider approval of the explanatorydisclosure statement.

About Alliance 2009

Alliance 2009, LLC, filed a bare-bones Chapter 11 petition (Bankr.M.D. Tenn. Case No. 12-08515) on Sept. 17, 2012. Bankruptcy JudgeMarian F. Harrison presides over the case. Harwell Howard HyneGabbert & Manner PC, serves as the Debtor's counsel. The Debtorestimated assets of $10 million to $50 million and up to debts ofup to $10 million as of the Chapter 11 filing.

In May, Regions Bank filed a lawsuit against Alliance 2009 andMilton A. Turner (N.D. Ala. 2:2012cv01789) for breach of contract.According to the Birmingham Business Journal, the lawsuit was onaccount of the Debtor's failure to pay a $7.5 million loan. Thelawsuit claims the borrower failed to make payments due Oct. 15,2011, on the $7.5 million loan made in December 2010. Mr. Turnerguaranteed the debt

No trustee or examiner has been appointed in the Chapter 11 Case,and a Committee of Unsecured Creditors has not been appointed.

1. the Debtor will move for either (i) approval of financing tobe provided by Denly; (ii) use of cash collateral with the consentof Denly;

2. JTBOF will not object to or oppose a sale.

On March 6, the Court entered a final order approving astipulation on the Debtors' use of cash collateral andpostpetition financing on a secured basis. The Debtors statedthat use the cash collateral is necessary to allow the Debtors tocontinue to preserve their assets. The Court authorized Denly toadvance up to $845,000 pursuant to the budget.

As adequate protection from any diminution in value of thelenders' collateral, the Debtor will grant replacement liens onall property of the Debtors' estates, superpriority administrativeexpense claim status, subject to carve out on certain expenses.

The Sale

As reported in the Troubled Company Reporter on Feb. 11, 2013, theDebtors have idled coal production operations at the Horizon Mineand are continuing to operate certain ancillary businesses as"debtors-in-possession" under the jurisdiction of the BankruptcyCourt and in accordance with the applicable provisions of theBankruptcy Code and the orders of the Bankruptcy Court. It is theDebtors intention to shortly file a motion to sell all orsubstantially all of its assets in an auction process pursuant toSection 363 of the Bankruptcy Code as would be authorized by theBankruptcy Court.

As of Feb. 7, 2013, the mining operations at the Horizon Mine havenot been closed as the result of a shutdown by the Mine Safety andHealth Administration, though the Company has idled coalproduction operations at the mine. However, it is possible thatMSHA will issue a closure order on the Horizon Mine operations ifthe Company is unable to continue required work to remediateconditions in the Horizon Mine which result in violations ofapplicable safety regulations if not remediated.

About America West

Based in Salt Lake City, Utah, America West Resources Inc. is adomestic coal producer engaged in the mining of clean andcompliant (low-sulfur) coal. The majority of the Company's coalis sold to utility companies for use in the generation ofelectricity.

America West disclosed assets of $18.3 million and liabilities of$35.5 million as of Dec. 31, 2012.

America West has tapped the law firm of Flaster/Greenberg P.C. asreorganization counsel; the Law Office of Illyssa I. Fogel aslocal counsel; and consulting firm CFCC Partners, LLC, asfinancial advisor.

AMERICAN AIRLINES: Group of Unsecured Creditors Support Plan------------------------------------------------------------Rachel Feintzeig, writing for Dow Jones Newswires' DailyBankruptcy Review, reported that AMR Corp. struck a deal withunsecured creditors owed more than $1.6 billion that it says willspeed both its exit from bankruptcy and its merger with US AirwaysGroup Inc.

About American Airlines

AMR Corp. and its subsidiaries including American Airlines, thethird largest airline in the United States, filed for bankruptcyprotection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattanon Nov. 29, 2011, after failing to secure cost-cutting laboragreements. AMR, previously the world's largest airline prior tomergers by other airlines, is the last of the so-called U.S.legacy airlines to seek court protection from creditors.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to theDebtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom LawGroup, Chartered, are on board as special counsel. RothschildInc., is the financial advisor. Garden City Group Inc. is theclaims and notice agent.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced adefinitive merger agreement under which the companies will combineto create a premier global carrier, which will have an impliedcombined equity value of approximately $11 billion. The deal issubject to clearance by U.S. and foreign regulators and by thebankruptcy judge overseeing AMR's bankruptcy case.

In April 2013, AMR filed a Chapter 11 plan of reorganization thatwill carry out the merger. By distributing stock in the mergedairlines, the plan is designed to pay all creditors in full, withinterest.

AMERICAN AIRLINES: New Equity Agreement Approval Sought-------------------------------------------------------BankruptcyData reported that AMR filed with the U.S. BankruptcyCourt a motion for an order approving support and settlementagreement among Debtors and consenting creditors.

The Debtors explain, "The Term Sheet provides for a comprehensiveresolution and settlement of extremely complex and difficultinter-creditor and inter-state issues to be incorporated into areorganization plan, such as the validity and enforceability ofguarantee claims against the Debtors and of prepetitionintercompany claims among Debtors AMR, American Airlines, Inc. andAMR Eagle Holding Corporation and of potential avoidance claims inconnection with the August 2011 regional aircraft sale andpurchase transaction between AA and certain subsidiaries ofEagle," the BData report related, citing court documents.

The plan contemplated by the term sheet provides for distributionsof equity in the new parent company of the merged entities ("NewAAG") to general unsecured creditors based on the trading pricesof New AAG common stock on and after the effective date of theplan, with the potential for such creditors to receive the fullamount of their claims, together with post-petition interest,based on such trading prices.

It also includes a guaranteed distribution of 3.5% of the commonstock of New AAG to holders of equity interests in AMR, with thepotential for such equity holders to receive significantly morevalue, the report added.

The Court scheduled a June 4, 2013 hearing on the matter.

About American Airlines

AMR Corp. and its subsidiaries including American Airlines, thethird largest airline in the United States, filed for bankruptcyprotection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattanon Nov. 29, 2011, after failing to secure cost-cutting laboragreements. AMR, previously the world's largest airline prior tomergers by other airlines, is the last of the so-called U.S.legacy airlines to seek court protection from creditors.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to theDebtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom LawGroup, Chartered, are on board as special counsel. RothschildInc., is the financial advisor. Garden City Group Inc. is theclaims and notice agent.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced adefinitive merger agreement under which the companies will combineto create a premier global carrier, which will have an impliedcombined equity value of approximately $11 billion. The deal issubject to clearance by U.S. and foreign regulators and by thebankruptcy judge overseeing AMR's bankruptcy case.

In April 2013, AMR filed a Chapter 11 plan of reorganization thatwill carry out the merger. By distributing stock in the mergedairlines, the plan is designed to pay all creditors in full, withinterest.

ARCAPITA BANK: Court OKs Replacement Financing From Goldman Sachs-----------------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of New Yorkauthorized Arcapita Bank B.S.C., et al., to enter into a financingcommitment letter and related fee letter to obtain (i) replacementDIP Financing and (ii) exit financing from Goldman SachsInternational. GSI put forth the best available offer foradditional financing prior to and during the hearing on themotion. The Court also authorized the Debtors to incur and paythe associated fees and expenses to GSI, and to provide therelated indemnities to GSI and its affiliates.

Prior to payment by the Debtors of (a) any Expenses incurred priorto or on May 3, 2013, and (b) any Expenses incurred after May 3,2013, the Debtors and the Committee of Unsecured Creditors, ineach case, will have three days after Committee counsel's receiptof any related invoice or invoices to review such invoice orinvoices and serve the Debtors (or the Committee, as applicable)and Goldman Sachs with notice of any objection on the basis thatsuch invoice or invoices does not constitute "reasonable out-of-pocket expenses" in accordance with the terms of the Fee Letterand setting forth the amount of the Expenses to which theCommittee or the Debtors, as applicable, objects.

Pursuant to the commitment letter, as amended, GSI has agreed toprovide a senior secured Murabaha DIP Facility in the amount of upto US$150,000,000. Upon satisfaction of certain conditions toconversion, GSI will provide a senior secured Murabaha ExitFacility of up to US$350,000,000.

The "Profit" will be LIBOR (floor of 1.5%) + a margin of 8% p.apayable in cash plus 1.75% p.a. payable in kind.

The Murabaha DIP Facility will mature on July 31, 2013, providedthat, in the event that the entry of the Confirmation Order willbe delayed beyond July 31, 2013, as a result of regulatory relatedmatters, the Murabaha DIP Facilty Termination Date may be extendedat the Purchaser's option to Aug. 30, 2013. The Murabaha ExitFacility will mature on the date which is the three-yearanniversary of the Conversion Date.

Arcapita Bank B.S.C., also known as First Islamic Investment BankB.S.C., along with affiliates, filed for Chapter 11 protection(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,2012. The Debtors said they do not have the liquidity necessaryto repay a US$1.1 billion syndicated unsecured facility when itcomes due on March 28, 2012.

Founded in 1996, Arcapita is a global manager of Shari'ah-compliant alternative investments and operates as an investmentbank. Arcapita is not a domestic bank licensed in the UnitedStates. Arcapita is headquartered in Bahrain and is regulatedunder an Islamic wholesale banking license issued by the CentralBank of Bahrain. The Arcapita Group employs 268 people and hasoffices in Atlanta, London, Hong Kong and Singapore in addition toits Bahrain headquarters. The Arcapita Group's principalactivities include investing on its own account and providinginvestment opportunities to third-party investors in conformitywith Islamic Shari'ah rules and principles.

The Arcapita Group had roughly US$7 billion in assets undermanagement. On a consolidated basis, the Arcapita Group ownsassets valued at roughly US$3.06 billion and has liabilities ofroughly US$2.55 billion. The Debtors owe US$96.7 million undertwo secured facilities made available by Standard Chartered Bank.

On Feb. 8, 2013, the Debtors filed with the Bankruptcy Court adisclosure statement in support of their Joint Plan ofReorganization, dated Feb. 8, 2013. The Plan contemplates, amongothers, the entry of the Debtors into a $185 million Murabaha exitfacility that will allow the Debtors to wind down their businessesand assets for the benefit of all creditors and stakeholders.

ASCEND LEARNING: Bank Debt Trades at 0.1 % Off in Secondary Market------------------------------------------------------------------Participations in a syndicated loan under which Ascend LearningIncis a borrower traded in the secondary market at 99.90 cents-on-the-dollar during the week ended Friday, May 17, 2013, accordingto data compiled by LSTA/Thomson Reuters MTM Pricing and reportedin The Wall Street Journal. This represents an increase of 0.25percentage points from the previous week, the Journal relates.The loan matures May 18, 2017. The Company pays L+450 basispoints above LIBOR to borrow under the facility. The bank debtcarries Moody's B2 rating and S&P's CCC rating.

Standard & Poor's Ratings Services lowered its corporate creditrating on Burlington, Mass.-based Ascend Learning LLC to 'CCC'from 'CCC+'. The outlook is negative. At the same time, S&P islowering its issue-level ratings on all existing debt by onenotch, in conjunction with its change to the corporate creditrating. The recovery ratings on this debt remain unchanged.

According to the report, in a one-page order, U.S. BankruptcyJudge Marvin Isgur ruled that it is up to an arbitrator to decidewhen to commence arbitration of claims arising from an interest inan offshore lease operated by ATP that Pioneer sold to DavisOffshore.

About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an internationaloffshore oil and gas development and production company focusedin the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP disclosed assets of $3.6 billion and $3.5 billion ofliabilities as of March 31, 2012. Debt includes $365 million on afirst-lien loan where Credit Suisse AG serves as agent. There is$1.5 billion on second-lien notes with Bank of New York MellonTrust Co. as agent. ATP's other debt includes $35 million onconvertible notes and $23.4 million owing to third parties fortheir shares of production revenue. Trade suppliers have claimsfor $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed inthe case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &McCloy, in New York, represents the Creditors Committee ascounsel.

A 7-member panel of equity security holders has also beenappointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio,Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counselto the Equity Committee.

AUDIOEYE INC: Incurs $396K Net Loss in 1st Quarter---------------------------------------------------AudioEye, Inc., filed its quarterly report on Form 10-Q, reportinga net loss of $396,086 for the three months ended March 31, 2013,compared with a net loss of $225,612 for the same period lastyear.

For the three months ended March 31, 2013, and 2012, revenue inthe amount of $224,297 and $14,255, respectively, consistedprimarily of various levels of website design and maintenance.Revenues increased due to increased demand for our services.Additionally, for the three months ended March 31, 2013, and 2012,revenue from related party in the amount of $0 and $750,respectively, consisted primarily of various levels of websitedesign and maintenance.

The Company's balance sheet at March 31, 2013, showed $4.2 millionin total assets, $626,445 in total liabilities, and stockholders'equity of $3.6 million.

The Company said, "As shown in the accompanying financialstatements, the Company has incurred net losses of $396,086 and$225,612 for the quarters ended March 31, 2013, and 2012,respectively. In addition, the Company had an accumulated deficitof $906,708 and $510,622 and a working capital deficit of $381,100and $2,775,215 as of March 31, 2013, and Dec. 31, 2012,respectively. These conditions raise substantial doubt as to theCompany's ability to continue as a going concern."

AudioEye, Inc., headquartered in Tucson, Arizona, has developedpatented Internet content publication and distribution softwarethat enables conversion of any media into accessible formats andallows for real time distribution to end users on any Internet-connected device. AudioEye has a patent portfolio comprised offive patents in the United States, as well as several pending U.S.patents. Its portfolio includes a number of patents that describeunique systems and methods for navigating devices and Internetcontent, as well as publication and automated solutions thatconnect to any content management system, and can deliver amobile, usable, and accessible user experience to any consumerdevice.

BACTERIN INT'L: Gets NYSE MKT Listing Non-Compliance Notice-----------------------------------------------------------Bacterin International Holdings, Inc., on May 16 disclosed that ithas received a compliance notice from the NYSE MKT compliancegroup.

Specifically the notice indicated that the Company is not incompliance with Sections 1003(a)(iii) and 1003(a)(ii), regardingstockholder's equity of less than $6 million and net losses infive of its most recent fiscal years and stockholders' equity ofless than $4 million and net losses in three of its four mostrecent fiscal years, respectively. The Company will be requiredto submit a plan by June 13, 2013 to address how it intends toregain compliance.

"The receipt of the letter does not have an immediate effect uponthe listing of the Company's common stock," said John Gandolfo,Interim Co-Chief Executive Officer and Chief Financial Officer ofBacterin International. "We anticipated receiving this notice andhave already begun moving forward with a plan to resolve thematter and continue with our listing on the NYSE MKT exchange. Wefeel we have a few options available and will take the appropriatesteps to address the situation."

Pursuant to Exchange rules, the Company's stock will continue tobe listed for trading, and on or before June 13, 2013, the Companywill furnish the Exchange with a specific plan of how it willreturn to compliance on or before November 13, 2014. If theExchange accepts the Plan, Bacterin will be able to continue itslisting during the plan period, but will be subject to continuedperiodic review by the Exchange staff. If the Company does notmake progress consistent with the Plan during the Plan period, theExchange could initiate delisting proceedings.

The Company recently reported first quarter 2013 revenues of $8.6million, which was a 11% increase over first quarter 2012 revenuesand a 6% increase over reported revenues for the fourth quarter of2012.

About Bacterin International Holdings

Bacterin International Holdings, Inc. (nyse mkt:BONE) --http://www.bacterin.com-- develops, manufactures and markets biologics products to domestic and international markets.Bacterin's proprietary methods optimize the growth factors inhuman allografts to create the ideal stem cell scaffold to promotebone, subchondral repair and dermal growth. These products areused in a variety of applications including enhancing fusion inspine surgery, relief of back pain, promotion of bone growth infoot and ankle surgery, promotion of cranial healing followingneurosurgery and subchondral repair in knee and other jointsurgeries.

BANK OF AMERICA: Fitch Upgrades Preferred Stock Rating to 'BB'--------------------------------------------------------------Fitch Ratings has affirmed Bank of America Corporation's (BAC)long-term Issuer Default Rating (IDR) at 'A' with a Stable RatingOutlook, short-term IDR at 'F1', and upgraded the Viability Rating(VR) to 'a-' from 'bbb+'. At the same time, Fitch affirmed theSupport Rating (SR) at '1' and Support Rating Floor (SRF) at 'A'.A full list of rating actions, including actions on BAC's mainsubsidiaries and debt ratings, follows at the end of this pressrelease.

The rating actions on BAC have been taken in conjunction withFitch's Global Trading and Universal Bank (GTUB) periodic review.Fitch's outlook for the industry is stable. Positive ratingdrivers include improved liquidity, funding, capitalization andmore streamlined businesses, all partly driven by regulation.Offsetting these positive drivers are substantial earningspressure, regulatory uncertainty and heightened legal andoperational risk.

BAC's IDR is at its Support Rating Floor and therefore is based onsupport from the U.S. authorities. The affirmation of the IDR,Support Rating and SRF reflect Fitch's unchanged view that thereis an extremely high probability that BAC would receive supportfrom the authorities if required because of the bank's systemicimportance domestically and internationally.

The Stable Outlook on BAC's long-term IDR reflects Fitch's viewthat sovereign support for the bank will continue to be available.

BAC's IDRs, Support Rating, SRF and senior debt ratings aresensitive to a change in Fitch's assumptions about theavailability of sovereign support for the bank. There is a clearpolitical intention to ultimately reduce the implicit statesupport for systemically important banks in Europe and the U.S.,as demonstrated by a series of policy and regulatory initiativesaimed at curbing systemic risk posed by the banking industry. Thismight result in Fitch revising SRFs downward in the medium term,although the timing and degree of any change would depend ondevelopments with respect to specific jurisdictions. In thiscontext, Fitch is paying close attention to ongoing policydiscussions around support and 'bail in' for U.S. and Eurozonebanks. Until now, senior creditors in major global banks have beensupported in full, but resolution legislation is developingquickly and the implementation of creditor 'bail-in' is startingto make it look more feasible for taxpayers and creditors to sharethe burden of supporting large, complex banks.

Any downgrade of BAC's SRF would lead to a downgrade of the bank'sIDRs. In line with Fitch's criteria, the bank's Long-term IDR isthe higher of the VR and the SRF.

KEY RATING DRIVERS - VR

BAC's VR was upgraded based on the substantial progress thecompany has made over the last year in resolving some of itslegacy issues. Fitch believes BAC's progress in reducing itslitigation risks and the firm's significantly enhanced capital andliquidity position improves its credit profile.

Fitch notes that BAC still has some potentially large remaininglitigation risks, primarily regarding the approval of thecompany's $8.5 billion private label RMBS settlement with the Bankof New York Mellon (BK) as trustee. If the settlement isinvalidated and then over time the potential liability for thisissue increased such that BAC was forced to increase reserves,Fitch believes it would be absorbable within the context of thefirm's earnings and improved capital ratios, despite thesignificant risk from this issue.

In addition, Fitch incorporates the assumption that if thesettlement is invalidated, the duration of the ultimate resolutionwould likely extend out for some time, allowing BAC to furtherbuild its capital and reserves for these exposures. As of thefirst quarter of 2013 under current Basel III capital rules, BAC'sTier 1 common ratio was 9.52%, up from 9.25% in the sequentialquarter, which is better than Fitch's expectations. BAC's globalexcess liquidity remains in excess of $370 billion, and Fitchbelieves BAC's Liquidity Coverage Ratio (LCR) would be comfortablyabove expected regulatory requirements.

Earlier this year BAC reached a settlement with Fannie Mae (FNM)related to representation and warranty claims for a $3.6 billioncash payment as well as the repurchase of $6.6 billion ofresidential mortgage loans previously sold to FNM. Fitch believesthat not only was this total consideration manageable but that italso substantially addressed BAC's exposure to mortgage repurchaseobligations from FNM, which Fitch views as a positive for thecompany.

More recently BAC reached a settlement with monoline insurer MBIAfor total financial impact of $2.7 billion relative originallyreported 1Q13 earnings. This settlement reflects an incrementalcharge of $1.3 billion, which implies existing reserves were $1.4billion, in order for BAC to resolve to resolve all outstandingclaims with MBIA. Though Fitch notes that the ultimate settlementcost with MBIA trended modestly higher than Fitch's expectations,it is still easily manageable within the context of the company'squarterly earnings and improved capital position. Additionally,the uncertainty that it removes from potential future litigationlosses helped to support the upgrade of the VR.

Fitch notes that BAC's overall earnings, while improved, remainweighed down by litigation and other costs and thus on a coreearnings basis remain below some peers. BAC's core pre-tax profits(as calculated by Fitch excluding DVA/CVA adjustments and variousother gains/charges but including litigation costs) equated to a0.4% adjusted return on assets (ROA) including the incrementalMBIA costs during the first quarter of 2013, which is lower thanearnings performance of other G-SIFI institutions.

However, BAC has driven some earnings improvement in itsinvestment banking and trading businesses as well as its wealthmanagement unit. Fitch believes that as management continues tomove past legacy and litigation issues, thereby allowing it tofocus more on reducing costs and driving the business, overallearnings should slowly improve. However, earnings are still likelyto remain below peers at least over an intermediate-term timehorizon.

RATING SENSITIVITIES - VR

Longer-term positive rating momentum for the VR would bepredicated on a consistent improvement in overall earnings to atleast levels of other G-SIFI institutions. Fitch does note thatnotwithstanding the impact of various gains/charges on overallearnings, BAC's core earnings have also been somewhat volatilegiven its large reliance on corporate banking and capital marketsrevenue, which currently approximates one-third of overallrevenue. Should BAC be able to drive improvement in its retailbusiness, Fitch expects that over time, capital markets'contribution to overall earnings could decline, which could addsome stability to earnings. Over a longer term time horizon, thisadded stability of earnings could be a positive ratings factor.

Fitch notes that BAC's VR could be downgraded if potentialremaining litigation related losses noted above or otherunforeseen charges result in significant net earnings losses inexcess of Fitch's stressed scenarios, or if the company's capitalratios begin to meaningfully decline over a near-to-intermediateterm time horizon. Additionally, any severe risk managementfailures or a sharp reversal in current credit quality trendscould also negatively impact the VR.

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Subordinated debt and other hybrid capital issued by BAC and byvarious issuing vehicles are all notched down from BAC's or itsbank subsidiaries' VRs in accordance with Fitch's assessment ofeach instrument's respective nonperformance and relative lossseverity risk profiles.

With today's upgrade of the VR, all subordinated debt and hybridsecurities have also been upgraded by one notch.

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRIDSECURITIES

The ratings of subordinated debt and other hybrid capital issuedby BAC and its subsidiaries are primarily sensitive to any changein BAC's VR.

RATING DRIVERS AND SENSITIVITIES - HOLDING COMPANY

BAC's IDR and VR are equalized with those ratings of its operatingcompanies and banks, reflecting its role as the bank holdingcompany, which is mandated in the U.S. to act as a source ofstrength for its bank subsidiaries. It has modest double leverage.RATING SENSITIVITIES - HOLDING COMPANY

Should BACs' holding company become under-capitalized or have cashflow coverage of less than 18 months to meet obligations, there isthe potential that Fitch could notch the holding company IDR andVR from the ratings of the operating companies.

KEY RATING DRIVERS - SUBSIDIARY AND AFFILIATED COMPANY

The IDRs and VRs of BAC's bank subsidiaries benefit from thecross-guarantee mechanism in the U.S. under FIRREA and thereforeIDRs and VRs of Bank of America, N.A., Bank of America Georgia,Bank of America Rhode Island, N.A., FIA Card Services N.A.,LaSalle Bank N.A., United States Trust Company N.A., are equalizedacross the group. Fitch regards BAC's investment banking andbroker-dealer entities such as Merrill Lynch & Co. Inc. andrelated entities and Bank of America Securities Ltd. to be corebusiness for BAC and thus IDRs equalized and linked to BAC.

Fitch now views BAC's MBNA Limited subsidiary's ratings to bestrategically important rather than core for BAC and thus IDRs ofthis entity have been downgraded one notch from BAC's IDR inaccordance with Fitch's rating criteria.

RATING SENSITIVITIES - SUBSIDIARY AND AFFILIATED COMPANY

As the IDRs and VRs of the subsidiaries are equalized with thoseof BAC to reflect support from their ultimate parent, they aresensitive to changes in the parent's propensity to providesupport, which Fitch currently does not expect, or from changes inBAC's IDRs.

To the extent that one of BAC's subsidiary or affiliated companiesis not considered to be a core business, Fitch could also notchthe subsidiaries rating from BAC's IDR.

BAC is one of the largest U.S. banks in terms of total deposits,loans, branches, mortgage originations/servicing and credit cardissuance. Following its January 2009 merger with Merrill Lynch &Co., Inc., BAC became one of the top financial institutions inwealth management and investment banking.

The credit facility is comprised of a $170 million term loan ($158million outstanding at December 30, 2012) maturing on December 16,2017 and a $30 million revolver maturing on December 16, 2016,which is secured by substantially all assets of the company.

The proposed acquisition is a credit negative largely becausecredit metrics will weaken as leverage increases to fund theacquisition and Moody's believes there is potential for someintegration risk due to the relative size and geographic proximityof Overhill. However, Moody's believes Bellisio may benefit fromthe acquisition over time as a result of increased scale, improvedgeographic reach within the US and an expanded brand portfolio.

BON-TON STORES: $50MM Loan Increase No Impact on Moody's B3 CFR---------------------------------------------------------------Moody's Investors Service stated that The Bon-Ton Stores, Inc.announcement that it is upsizing its offering of new seniorsecured second lien notes due 2021 to $350 million from theinitial proposed amount of $300 million has no immediate impact onthe company's B3 Corporate Family Rating or its stable ratingoutlook.

The company will use the incremental proceeds (net of fees) toincrease its tender offer for its 2017 senior secured second liennotes.

BROADVIEW NETWORKS: Incurs $2.4 Million Net Loss in First Quarter-----------------------------------------------------------------Broadview Networks Holdings, Inc., filed with the U.S. Securitiesand Exchange Commission its quarterly report on Form 10-Qdisclosing a net loss of $2.36 million on $80.80 million ofrevenues for the three months ended March 31, 2013, as comparedwith a net loss of $4.97 million on $88.52 million of revenues forthe same period a year ago.

The Company's balance sheet at March 31, 2013, showed $223.26million in total assets, $208.93 million in total liabiities and$14.32 million in total stockholders' equity.

Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is acommunications and IT solutions provider to small and medium sizedbusiness ("SMB") and large business, or enterprise, customersnationwide, with a historical focus on markets across 10 statesthroughout the Northeast and Mid-Atlantic United States, includingthe major metropolitan markets of New York, Boston, Philadelphia,Baltimore and Washington, D.C.

Ernst & Young LLP, in New York, N.Y., issued a "going concern"qualification on the consolidated financial statements for theyear ended Dec. 31, 2011. The independent auditors noted that theCompany has in excess of $300 million of debt due on or beforeSeptember 2012. "In addition, the Company has incurred net lossesand has a net stockholders' deficiency."

The Company reported a net loss of $11.9 million for 2011,compared with a net loss of $18.8 million for 2010.

* * *

In the July 23, 2012, edition of the Troubled Company Reporter,Moody's Investors Service downgraded Broadview Networks Holdings,Inc. Corporate Family Rating (CFR) to Caa3 from Caa2 and theProbability of Default Rating (PDR) to Ca from Caa3 in response tothe company's announcement that it has entered into arestructuring support agreement with holders of roughly 70% of itspreferred stock and roughly 66-2/3% of its Senior Secured Notes.The company is expected to file a pre-packaged Chapter 11 Plan ofReorganization or complete an out of court exchange offer.

As reported by the TCR on July 25, 2012, Standard & Poor's RatingsServices lowered its corporate credit rating on Broadview to 'D'from 'CC'. "This action follows the company's announced extensionon its revolving credit facility. We expect to lower the issue-level rating on the notes to 'D' once the company files forbankruptcy, or if it misses the Sept. 1, 2012 maturity payment onthe notes," S&P said.

CALDERA PHARMA: Incurs $766K Net Loss in 1st Quarter----------------------------------------------------Caldera Pharmaceuticals, Inc., filed its quarterly report on Form10-Q, reporting a net loss of $766,343 on $237,414 of sales forthe three months ended March 31, 2013, compared with a net loss of$313,494 on $377,737 of sales for the same period last year.

According to the regulatory filing, the increased loss isprimarily due to the lower revenues and lower margins earned,increased expenditure and the change in the fair value ofderivative liabilities of $(208,299).

The Company's balance sheet at March 31, 2013, showed $1.4 millionin total assets, $2.4 million in total liabilities, Series AConvertible Redeemable Preferred Stock of $2.1 million, and astockholders' deficit of $3.1 million.

According to the regulatory filing, as of March 31, 2013, andDec. 31, 2012, the Company had an accumulated deficit of$7.8 million and $7.0 million. The Company had a working capitaldeficiency of $1.6 million and $742,499 at March 31, 2013, andDec. 31, 2012, respectively. "These operating losses and workingcapital deficiency create an uncertainty about the Company'sability to continue as a going concern."

Under the Plan, the secured claim of TR Funding ($15,000) will bepaid in full from the proceeds of the sale of the property up to amaximum amount of $20,000.

General Unsecured Creditors whose claim is $1,000 or less or whoelects to reduce its allowed claim to $1,000 will receive a singlepayment equal to 100% of its allowed claim on, or as soon aspracticable after the Effective Date of the Plan.

General Unsecured Creditors holding undisputed and liquidatedclaims will be paid 100% of their allowed claims without interest.

The Debtors intend to make payments required under the Plan fromthe (i) sale of the property.

As reported in the Troubled Company Reporter on March 28, 2013,the Court continued until June 13, 2013, at 10 a.m., the hearingto consider the confirmation of Camarillo Plaza, LLC's Plan ofLiquidation.

Written ballots accepting or rejecting the Plan are due May 1.

About Camarillo Plaza

Shopping center operator Camarillo Plaza LLC, based in LosAngeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D.Calif. Case No. 11-59637) on Dec. 5, 2011. Judge Sheri Bluebondwas assigned to the case. At the Debtor's behest the next day,the case was transferred to the Northern Division (Bankr. C.D.Calif. Case No. 11-bk-15562). The case in the Los AngelesDivision was closed, and Judge Robin Riblet took over from JudgeBluebond.

The Debtor scheduled assets of $21.6 million and liabilities of$12.3 million as of the Chapter 11 filing. Janet A. Lawson, Esq.,in Ventura County, California, serves as the Debtor's counsel.The petition was signed by Aaron Arnold Klein, managing partner.

CANYONS @ DEBEQUE: Further Amends Plan Disclosure-------------------------------------------------Canyons at Debeque Ranch, LLC, et al., last month submitted to theU.S. Bankruptcy Court for the District of Colorado furtheramendments to the disclosure statement explaining their proposedJoint Plan of Reorganization revised.

According to the Second Amended Disclosure Statement, the Planprovides that the Debtor will restructure their debts andobligations and continue to operate in the ordinary course ofbusiness, including improving and operating the ranch, attemptingto sell or refinance the Ranch, and pursuing the litigation.Funding for the Plan will be from income derived from the Debtors'ongoing operations and from the refinance or sale of the ranch.Funding may also come from the net proceeds the Debtors receivefrom the litigation.

A copy of the Second Amended Disclosure Statement is available forfree at:

CENTRAL ARIZONA BANK: Western State Bank Assumes All Deposits-------------------------------------------------------------Central Arizona Bank, Scottsdale, Arizona, was closed by theArizona Department of Financial Institutions, which appointed theFederal Deposit Insurance Corporation as receiver. To protect thedepositors, the FDIC entered into a purchase and assumptionagreement with Western State Bank, Devils Lake, North Dakota, toassume all of the deposits of Central Arizona Bank.

The sole former branch of Central Arizona Bank will reopen as abranch of Western State Bank during its normal business hours.Depositors of Central Arizona Bank will automatically becomedepositors of Western State Bank. Deposits will continue to beinsured by the FDIC, so there is no need for customers to changetheir banking relationship in order to retain their depositinsurance coverage up to applicable limits. Customers of CentralArizona Bank should continue to use their current branch untilthey receive notice from Western State Bank that systemsconversions have been completed to allow full-service banking atall branches of Western State Bank.

This evening depositors of Central Arizona Bank can access theirmoney by writing checks or using ATM or debit cards. Checks drawnon the bank will continue to be processed. Loan customers shouldcontinue to make their payments as usual.

As of March 31, 2013, Central Arizona Bank had approximately $31.6million in total assets and $30.8 million in total deposits. Inaddition to assuming all of the deposits of the failed bank,Western State Bank agreed to purchase essentially all of thefailed bank's assets.

The FDIC estimates that the cost to the Deposit Insurance Fund(DIF) will be $8.6 million. Compared to other alternatives,Western State Bank's acquisition was the least costly resolutionfor the FDIC's DIF. Central Arizona Bank is the 13th FDIC-insuredinstitution to fail in the nation this year, and the second inArizona. The last FDIC-insured institution closed in the statewas Gold Canyon Bank, Gold Canyon, on April 5, 2013.

According to the report, filed by AP Services LLC, the litigationtrustee for Chem Rx, the complaint targeted 64 transfers thepharmacy sent to McKesson in the run-up to its May 2010bankruptcy, claiming the payments were avoidable because they hadbeen made to settle existing accounts.

Attorneys at White & Case and Fox Rothschild LLP served asco-counsel to the Official Committee of Unsecured CreditorsChanin Capital Partners LLC served as Restructuring and FinancialAdvisor for the Official Committee of Unsecured Creditors.

The Company disclosed $169,690,868 in assets and $178,281,128 indebts as of Feb. 28, 2010.

Chem Rx changed its name to CRC Parent Corp. following the sale ofits business to PharMerica Corp. at a bankruptcy court-sanctionedauction. PharMerica paid $70.6 million and assumed specifiedliabilities. The deal enabled PharMerica to move into the NewYork and New Jersey markets.

On April 11, 2011, the Court entered an Order confirming theDebtors' Second Amended Joint Plan of Liquidation.

Citi's IDR is at its Support Rating Floor (SRF) and is thereforebased on support from the U.S. government. The affirmation of theIDR, Support Rating and SRF reflect Fitch's unchanged view thatthere is an extremely high probability that Citi would receivesupport from the authorities if required because of the bank'ssystemic importance domestically and internationally.

The Stable Outlook on Citi's long-term IDR reflects Fitch's viewthat sovereign support for the bank will continue to be available.

Citi's IDRs, Support Rating, SRF and senior debt ratings aresensitive to a change in Fitch's assumptions about theavailability of sovereign support for the bank. There is a clearpolitical intention to ultimately reduce the implicit statesupport for systemically important banks in Europe and the U.S.,as demonstrated by a series of policy and regulatory initiativesaimed at curbing systemic risk posed by the banking industry. Thismight result in Fitch revising SRFs downward in the medium term,although the timing and degree of any change would depend ondevelopments with respect to specific jurisdictions. In thiscontext, Fitch is paying close attention to ongoing policydiscussions around support and 'bail in' for U.S. and Eurozonebanks. Until now, senior creditors in major global banks have beensupported in full, but resolution legislation is developingquickly and the implementation of creditor 'bail-in' is startingto make it look more feasible for taxpayers and creditors to sharethe burden of supporting large, complex banks.

Any downgrade of Citi's SRF would lead to a downgrade of thebank's IDRs. In line with Fitch's criteria, the bank's Long-termIDR is the higher of the Viability Rating (VR) and the SRF.

KEY RATING DRIVERS - VR

Citi's Viability Rating of 'a-' reflect the company's solidcapital and liquidity profiles, as well as its diverse revenue mixand expansive international franchise. The standalone rating isoffset by weak asset quality and the drag to earnings and capitalfrom Citi Holdings, which manages the company's liquidating non-core assets.

Fitch notes that Citi has made considerable progress to date withregard to capital, liquidity, and most recently earnings. Citi'searnings performance in 1Q13 was strong, with a very respectablereturn of assets of 86bps (excluding CVA/DVA). Fitch considersthis a good improvement over the past several years, which hasincluded a continued litany of one-time items.

Citi's capital continues to build every quarter, and at March 31,2013, Citi reported an estimated Tier 1 common under Basel III of9.3%. Citi expects its Tier 1 common ratio will reach at least 10%by year-end 2013, which appears to be a realistic forecast. Fitchnotes that Citi performed very well during the most recentregulatory stress tests, and its capital request was consideredvery modest. Further, Citi's own internal stress tests resultswere also very similar to the Federal Reserve's results, which arelikely viewed favorably by the regulators. Not surprising,projected loan losses were very high for Citi, and more than theother U.S. GTUBs. Approximately 40% of estimated loan losses werefrom Citi's very large credit card portfolio.

Overall, Citi's liquidity profile continues to remain very strong.At March 31, 2013, Citi reported over $370 billion in cash andunencumbered liquid securities or 19% of total assets. Citiestimates that it is currently in compliance with an estimatedLiquidity Coverage Ratio (LCR) of 116%.

Despite the improving financial profile, asset quality remainsweak. Nonperforming assets (inclusive of accruing troubled debtrestructurings) were approximately 5.6% of loans and foreclosedreal estate at March 31, 2013. Much of the problem assets arestill housed in Citi Holdings, which continues to wind down,albeit at a moderating pace.

Citi Holdings' total assets were $149 billion or 8% ofconsolidated assets, down considerably from several years ago.However, Citi Holdings comprises 23% of risk-weighted assets(under Basel III), and continues to be a drag on overallprofitability. After-tax losses averaged around $1 billion aquarter in 2012, mainly due to net credit losses, mortgagerepurchase builds, and elevated legal and related costs. Theearnings drag was less in 1Q13, at roughly $800 million, with muchof the improvement due to lower credit costs and loan loss reserverelease. Fitch expects a gradual reduction of the remaining non-core assets managed by Citi Holdings.

RATING SENSITIVITIES - VR

Positive rating momentum for the VR to the 'a' level would likelybe predicated on a more consistent earnings profile, combined withmaintenance of the company's current capital and liquidity levels.Fitch views Citi's overall credit profile as improving, with agreater likelihood of upward ratings momentum than downward overthe near to intermediate term.

Similar to other GTUBs, Citi is still faced with elevated legalcosts, higher regulatory costs, and a challenging interest rateenvironment. Although though not considered a likely outcome, theVR could face downward pressure if litigation related losses orother material charges resulted in a meaningful decline of capitalratios. With such expansive operations around the globe, Citi isalso exposed to elevated levels of operational risk. Although notcurrently assumed, Citi's VR could be adversely impacted with alarge operational loss. Fitch believes these challenges are well-identified, and likely represent a remote risk for Citi.

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Subordinated debt and other hybrid securities issued by Citi andits subsidiaries are all notched down from Citi's or its banksubsidiaries' VR in accordance with Fitch's assessment of eachinstrument's respective nonperformance and relative loss severityrisk profiles. Their ratings are all primarily sensitive to anychanges in the VRs of Citi or its subsidiaries.

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRIDSECURITIES

The ratings of subordinated debt and other hybrid capital issuedby Citi and its subsidiaries are primarily sensitive to anychanges in the VRs of Citi or its subsidiaries.

KEY RATING DRIVERS - HOLDING COMPANY RATING DRIVERS

Citi's IDR and VR are equalized with those of its operatingcompanies and banks, reflecting its role as the bank holdingcompany, which is mandated in the U.S. to act as a source ofstrength for its bank subsidiaries. Should Citi's holding companybegin to exhibit signs of weakness, demonstrate trouble accessingthe capital markets, or have inadequate cash flow coverage to meetnear-term obligations, there is the potential that Fitch couldnotch the holding company IDR and VR from the ratings of theoperating companies.

RATINGS SENSITIVITIES - HOLDING COMPANY

Should Citi's holding company begin to exhibit signs of weakness,demonstrate trouble accessing the capital markets, or haveinadequate cash flow coverage to meet near-term obligations, thereis the potential that Fitch could notch the holding company IDRand VR from the ratings of the operating companies.

KEY RATING DRIVERS - SUBSIDIARY AND AFFILIATED COMPANY

The IDRs and VRs of Citi's bank subsidiaries benefit from thecross-guarantee mechanism in the U.S. under FIRREA, and thereforethe IDRs and VRs of Citibank, N.A. and Citibank Banamex USA areequalized across the group.

As the IDRs of the subsidiaries are equalized with those of Citito reflect support from their ultimate parent, they are sensitiveto changes in Citi's IDRs.

Fitch has affirmed the following ratings:

Citigroup Inc.-- Long-term IDR at 'A' with a Stable Outlook;-- Senior unsecured at 'A';-- Subordinated at 'BBB+';-- Preferred at 'BB';-- Short-term IDR at 'F1';-- Support at '1';-- Support floor at 'A';-- Viability Rating at 'a-'.

Citibank, N.A.-- Long-term IDR at 'A' with a Stable Outlook;-- Long term deposits at 'A+';-- Short-term IDR at 'F1';-- Short-term deposits at 'F1';-- Support at '1';-- Support Floor at 'A';-- Viability Rating at 'a-';-- Long-term FDIC guaranteed debt at 'AAA'.

Citibank Banamex USA-- Long-term IDR at 'A';-- Subordinated at 'BBB+';-- Long-term deposits at 'A+';-- Short-term IDR at 'F1';-- Short-term deposits at 'F1';-- Viability Rating at 'a-';-- Support at '1';-- Support Floor at 'A'.

CLINICA REAL: Has Until June 21 to Propose Plan of Reorganization-----------------------------------------------------------------The U.S. Bankruptcy Court for the District of Arizona extendedClinica Real, LLC, et al.'s exclusive period to propose a Chapter11 Plan from June 21, 2013, to Nov. 1.

As reported in the Troubled Company Reporter on Jan. 18, 2013, theDebtor related that the extension will give it approximately twoweeks to propose a plan of reorganization after the conclusion ofthe state court trial prior to the expiration of the exclusivity.

According to papers filed with the Court, the primary factorleading to the filing of the Debtor's Chapter 11 petition was alawsuit filed by State Farm Mutual Automobile Insurance Companyand State Farm Fire & Casualty Co. in which both the Debtor andits principal, Keith M. Stone, were named defendants, allegingfraudulent business practices and a pattern of racketeeringactivity. The Debtor disputes these claims.

State Farm filed a motion to dismiss or in the alternativeabstain, or relief from the automatic stay which the BankruptcyCourt denied in part and granted in part. According to theDebtor, the Bankruptcy Court denied the dismissal of the case andabstention. The Bankruptcy Court, however, granted relief fromthe automatic stay to allow the State Farm Litigation to continuein State Court commencing on or about Sept. 4, 2013.

The Debtor has no real property. Its largest asset is anunliquidated claim against State Farm Mutual Automobile InsuranceCo. and State Farm Fire & Casualty Co., which the Debtor valued at$9.75 million. Most of the claims against the Debtor areunsecured. State Farm has an unsecured claim of $29 million,which the Debtor says is disputed.

COMMERCIAL MANAGEMENT: Interest Holder to Hire Special Counsel--------------------------------------------------------------Jeffrey J. Wirth, the sole member and equity interest holder inCommercial Management, LLC, asked the U.S. Bankruptcy Court forthe District of Minnesota for permission to appoint a specialcounsel.

According to Mr. Wirth, he has negotiated with the Chapter 11trustee for the retention of special counsel to review and adviseon alternatives to the sale of Buena Vista -- a multi-familyhousing complex, consisting of 20 apartment buildings with 422apartment units, located in Richfield, Minnesota, named BuenaVista Apartment Homes, located near the Minneapolis/St. PaulAirport, Best Buy Corporate headquarters, and the Mall of America,if any. Notwithstanding those discussions, issues have arisenrelating to compensation and other matters with the trustee thatmake it necessary to seek the Court's intercession at this time.

Mr. Wirth requests appointment of special counsel, on a limitedbudget and for limited duration, and for the limited purpose ofreviewing whether the trustee has any other options availableoutside of a sale motion.

About Commercial Management

Commercial Management, LLC, owns a 410-unit apartment complexlocated in Richfield, Minn., under the trade name of Buena VistaApartments. Buena Vista is 99% occupied and has approximatelyeight full time employees, and a small number of part-timeemployees. Buena Vista is managed by The Wirth Company.

The appraised value of Buena Vista is $28 million. As of thePetition Date, secured creditor U.S. Bank claims the Debtor owesit $20.3 million.

Judge Nancy C. Dreher presides over the case. CommercialManagement tapped Neal L. Wolf and the law firm of Neal Wolf &Associates, LLC as bankruptcy counsel. The Debtor also hired theLaw Offices of Neil P. Thompson, in Minneapolis, as local counsel.

PNC Bank, successor by merger to National City Bank, a nationalbanking association formerly known as National City Bank ofKentucky Lender, submits that (1) the information contained in theDisclosure is not adequate to meet the requirements of Section1125 of the Bankruptcy Code; and (2) the Amended Plan is faciallyunconfirmable.

The Plan proposes that the Debtor will continue its operation ofthe Mocksville Town Common Shopping Center. The Debtor's Planwill be funded from the rent revenues and common area maintenance(CAM) charges from the shopping center. All allowed claims willbe paid in full, with interest, according to the DisclosureStatement.

PNC Bank's secured claim will be reduced by a $140,000 principalpayment. Monthly payments of $37,110 will be made beginning onthe 15th day of the first month after the Effective Date, with aballoon payment on the 7th anniversary of the new promissory noteto be issued to PNC.

The postpetition action filed by PNC Bank in the U.S. DistrictCourt against the guarantors (PNC Bank, National Association v.Azur Properties Group, et al. (Case No. 3:13-cv-00098)) will bestayed so long as the Debtor performs its obligations to PNC Bankunder the confirmed Plan.

The $1,600 priority claim of the Town of Mocksville and theholders of Unsecured Claims less than $1,000 will be paid on theeffective Date of the Plan.

Holders of unsecured claims exceeding $1,000 and the DavieCounty's secured claim will be paid in equal monthly installments,beginning on the Effective Date of the Plan, with a final paymentof the balance owing on the 2nd anniversary of the Effective Date.

Judge Richard Stair Jr. presides over the case. Maurice K. Guinn,Esq., at Gentry, Tipton & McLemore P.C., in Knoxville, Tenn.,represents the Debtor as counsel. The petition was signed byMilton A. Turner, chief manager and general partner.

DAQO NEW: Incurs $115.6-Mil. Net Loss in 2012---------------------------------------------Daqo New Energy Corp. filed on April 23, 2013, its annual reporton Form 20-F, reporting a net loss of $115.6 million on$86.9 million of revenues for the year ended Dec. 31, 2012,compared with net income of $34.9 million on $232.2 million ofrevenues for the year ended Dec. 31, 2011.

According to the regulatory filing, the decrease in total revenueswas primarily attributable to the precipitous fall of the salesprice of the Company's polysilicon throughout 2012.

The Company's balance sheet at Dec. 31, 2012, showed$816.3 million in total assets, $475.4 million in totalliabilities, and stockholders' equity of $340.9 million.

According to the regulatory filing, the following factors raisesubstantial doubt about the Company's ability to continue as agoing concern for the foreseeable future.

* The solar industry is being negatively impacted by a number offactors including excess capacity, reduction of governmentincentives in key solar markets, higher import tariffs and theEuropean debt crisis. These factors have contributed to decliningaverage selling prices for the Company's products. The averageselling price of polysilicon has fallen from nearly $60 perkilogram in 2010 to almost $23 per kilogram in 2012.

* For the year ended Dec. 31, 2012, the Company incurred anoperating loss of $88,517,894.

* During the year Dec. 31, 2012, the Company experiencednegative cash flow from operations of $10,307,234, primarily as aresult of the net loss incurred by the Company.

* As of Dec. 31, 2012, the Company's current liabilities exceedits current assets by $163,799,978. While the Company had cashand cash equivalents of $6,679,024, it had short-term bankborrowings of $51,273,360 all due within one year and the currentportion of long-term debt amounting of $69,006,400, which isrestricted to purchase fixed assets and not expected to berenewed.

Daqo New Energy Corp. (NYSE: DQ) is a polysilicon manufacturerbased in China. Daqo New Energy primarily manufactures and sellshigh-quality polysilicon to photovoltaic product manufacturers.It also manufactures and sells photovoltaic wafers.

DETROIT, MI: Plan May Endanger Bondholders, Moody's Says--------------------------------------------------------Kathryn Brenzel of BankruptcyLaw360 reported that plans to remedyDetroit's dire financial condition, which includes $15 billion inobligations and a deficit that exceeds $326 million, may portenddefault or bankruptcy for city bondholders, Moody's InvestorService said.

Moody's assessment reacts to a report by the city's emergencymanager Kevyn Orr that detailed Detroit's prolonged crumblingfinances, the report said. The credit rating provider warnedThursday that the city's recovery plan relies on hefty debt reliefto "shore up its finances," a possible prelude to default orbankruptcy, according to Moody.

DEWEY & LEBOEUF: Ch. 11 Was Like Hitchcock's 'The Birds'--------------------------------------------------------Maria Chutchian of BankruptcyLaw360 reported that when Dewey &LeBoeuf LLP went down in flames less than a year ago, a consensualChapter 11 plan seemed unthinkable ? but some "brutal" work towardpacifying livid partners resulted in the relatively quickconclusion of the most infamous law firm bankruptcy in history,attorneys said.

According to the report, Al Togut of Togut Segal & Segal LLP, whorepresented Dewey in New York bankruptcy court, gave attorneyssome insight to the Dewey Chapter 11 process during a paneldiscussion on law firm bankruptcies.

About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.Case No. 12-12321) to complete the wind-down of its operations.The firm had struggled with high debt and partner defections.Dewey disclosed debt of $245 million and assets of $193 million inits chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-based, law firm that traced its roots to the 2007 merger of DeweyBallantine LLP -- originally founded in 1909 as Root, Clark & Bird-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in1929. In recent years, more than 1,400 lawyers worked at the firmin numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyersin 25 offices across the globe. When it filed for bankruptcy,only 150 employees were left to complete the wind-down of thebusiness.

Dewey's offices in Hong Kong and Beijing are being wound down.The partners of the separate partnership in England are in processof winding down the business in London and Paris, andadministration proceedings in England were commenced May 28. Alllawyers in the Madrid and Brussels offices have departed. Nearlyall of the lawyers and staff of the Frankfurt office havedeparted, and the remaining personnel are preparing for theclosure. The firm's office in Sao Paulo, Brazil, is beingprepared for closure and the liquidation of the firm's localaffiliate. The partners of the firm in the Johannesburg office,South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,was sold to the firm of Greenberg Traurig PA on May 11 for$6 million. The Pension Benefit Guaranty Corp. took $2 million ofthe proceeds as part of a settlement.

The U.S. Trustee formed two committees -- one to representunsecured creditors and the second to represent former Deweypartners. The creditors committee hired Brown Rudnick LLP led byEdward S. Weisfelner, Esq., as counsel. The Former Partners hiredTracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &Winters, LLP, as counsel.

Dewey filed a Chapter 11 Plan of Liquidation and an accompanyingDisclosure Statement on Nov. 21, 2012. It filed amended plandocuments on Dec. 31, in an attempt to address objections lodgedby various parties. A second iteration was filed Jan. 7, 2013.The plan is based on a proposed settlement between secured lendersand Dewey's official unsecured creditors' committee, as well as asettlement with former partners.

Alan Jacobs of AMJ Advisors LLC, has been named Dewey'sliquidation trustee.

DIMMITT CORN: Files List of 20 Largest Unsecured Creditors----------------------------------------------------------Dimmitt Corn Mill, LLC, filed with the U.S. Bankruptcy Court forthe Northern District of Texas a list of its 20 largest unsecuredcreditors, disclosing:

CME, an equity interest owner, and party-in-interest, moved todismiss the Chapter 11 proceeding, which was initiated by avoluntary petition purportedly filed by Dimmitt Corn Mill, LLC,because the filing was made without the requisite corporateauthority, and no reasonable likelihood of rehabilitation underpresent management.

CME holds a claim in the approximate amount of $8 million, and italso is a member (owner) of the Debtor.

In a separate motion, CME sought for the appointment of anexaminer. The examiner would conduct an investigation into andreport upon all transactions by and between the Debtor and thevarious Bell / Shukla entities; Grain Products, LLC, ShivInvestments (Shiv Real Estate Investments, LLC), Expelled GrainNebraska, and any other entities owned or controlled by Bell orShukla.

The examiner would also investigate all transactions involving thepurchase, sale, or delivery of soybeans or other commodities by orinvolving the Debtor, prepetition.

DIMMITT CORN: Wants to Hire Mullin Hoard as Bankruptcy Counsel--------------------------------------------------------------Dimmitt Corn Mill, LLC, asks the U.S. Bankruptcy Court for theNorthern District of Texas for permission to employ Mullin Hoard &Brown, L.L.P., as counsel.

Mullin Hoard will seek reimbursement of fees and expenses as isjust and authorized by the Court. Mullin Hoard has informed theDebtor that it charges $150 to $350 per hour for partners' andassociates' time, and $80 to $100 per hour for paralegals' and lawclerks' time. The Debtor agreed that an initial retainer of$250,000 will be paid to the firm. The agreement between theDebtor and Mullin Hoard required that a payment of $50,000 was dueupon signing of the letter of engagement with Mullin Hoard &Brown, L.L.P., and prior to the commencement of theirrepresentation of the Debtor or the filing of the bankruptcypetition, and the balance of $200,000 is to be paid by the Debtoror the Guarantors within 30 days of filing the petition.

To the best of the Debtor's knowledge, Mullin Hoard is a"disinterested person" as that term is defined in Section 101(14)of the Bankruptcy Code.

EASTMAN KODAK: Seeks Green Light on $650MM Imaging Biz Spinoff--------------------------------------------------------------Brian Mahoney of BankruptcyLaw360 reported that Eastman Kodak Co.asked a New York bankruptcy court Wednesday to approve a $650million spinoff of its document imaging business to its largestcreditor U.K. Kodak Pension Plan, a key settlement resolving $2.8billion in claims and pushing the company a step closer to aChapter 11 exit.

According to the report, the proposed deal, which was firstannounced last month, is for a higher sum than the $210 millionstalking horse bid offered by Brother Industries Ltd.

About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.Subsidiaries outside of the U.S. were not included in the filingand are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world'sleading producer of film and cameras. Kodak sought bankruptcyprotection amid near-term liquidity issues brought about bysteeper-than-expected declines in Kodak's historically profitabletraditional businesses, and cash flow from the licensing and saleof intellectual property being delayed due to litigation tacticsemployed by a small number of infringing technology companieswith strong balance sheets and an awareness of Kodak's liquiditychallenges.

In recent years, Kodak has been working to transform itself froma business primarily based on film and consumer photography to asmaller business with a digital growth strategy focused on thecommercialization of proprietary digital imaging and printingtechnologies. Kodak has 8,900 patent and trademark registrationsand applications in the United States, as well as 13,100 foreignpatents and trademark registrations or pending registration inroughly 160 countries.

Kodak completed the $527 million sale of digital-imagingtechnology on Feb. 1, 2013. Kodak intends to reorganize byfocusing on the commercial printing business.

At the end of April 2013, Kodak filed a proposed reorganizationplan offering 85 percent of the stock to holders of the remaining$375 million in second-lien notes. The other 15 percent is forunsecured creditors with $2.7 billion in claims and retirees whohave a $635 million claim from the loss of retirement benefits.

Rochester, New York-based Eastman Kodak Company and its U.S.subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.Subsidiaries outside of the U.S. were not included in the filingand are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world'sleading producer of film and cameras. Kodak sought bankruptcyprotection amid near-term liquidity issues brought about bysteeper-than-expected declines in Kodak's historically profitabletraditional businesses, and cash flow from the licensing and saleof intellectual property being delayed due to litigation tacticsemployed by a small number of infringing technology companieswith strong balance sheets and an awareness of Kodak's liquiditychallenges.

In recent years, Kodak has been working to transform itself froma business primarily based on film and consumer photography to asmaller business with a digital growth strategy focused on thecommercialization of proprietary digital imaging and printingtechnologies. Kodak has 8,900 patent and trademark registrationsand applications in the United States, as well as 13,100 foreignpatents and trademark registrations or pending registration inroughly 160 countries.

Kodak completed the $527 million sale of digital-imagingtechnology on Feb. 1, 2013. Kodak intends to reorganize byfocusing on the commercial printing business.

At the end of April 2013, Kodak filed a proposed reorganizationplan offering 85 percent of the stock to holders of the remaining$375 million in second-lien notes. The other 15 percent is forunsecured creditors with $2.7 billion in claims and retirees whohave a $635 million claim from the loss of retirement benefits.

ECOLOGY COATINGS: Chapter 7 Petition Filed------------------------------------------BankruptcyData reported that on May 15, 2013, Ecology Coatingsfiled for Chapter 7 protection with the U.S. Bankruptcy Court inthe Eastern District of Michigan (Detroit), case number 13-49950.

The Company's board voted unanimously to approve the Chapter 7bankruptcy filing on April 3, 2013.

The U.S. Trustee assigned to the case scheduled a June 20, 2013341-Meeting of Creditors.

ELBIT IMAGING: Incurs NIS455.5 Million Net Loss in 2012-------------------------------------------------------Elbit Imaging Ltd. filed with the U.S. Securities and ExchangeCommission its annual report on Form 20-F disclosing a loss ofNIS455.50 million on NIS671.08 million of total revenues for theyear ended Dec. 31, 2012, as compared with a loss of NIS247.02million on NIS586.90 million of total revenues for the year endedDec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed NIS7.09billion in total assets, NIS5.67 billion in total liabilities,NIS309.60 million in equity to holders of the Company and NIS1.11billion in noncontrolling interest.

"If the proposed arrangement of our current debt does not comeinto effect, our failure to meet certain payment obligations andcomply with certain financial covenants relating to certain of ourbank loans, our recent ceasing to make payments of principal andinterest outstanding under our Notes, our entering into the Letterof Undertakings, the resulting cross-defaults under oursubsidiaries' loan agreements (for which we serve as guarantor)and the lawsuits that have recently been filed against us andadditional creditor lawsuits that will be filed against us maymaterially harm our operations and financial results and mayresult in our liquidation. Accordingly, there is substantialdoubt about our ability to continue as a going concern."

Elbit Imaging's Form 20-F for the year ended Dec. 31, 2012, isalso available through its Web site at: www.elbitimaging.comunder: "Investor Relations - Financial Reports - 2013 - 20F/Form2012". Shareholders may receive a hard copy of the annual reportfree of charge upon request.

Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressedsubstantial doubt about Elbit Imaging's ability to continue as agoing concern following the financial results for the year endedDec. 31, 2012.

The Certified Public Accountants noted that in the periodcommencing Feb. 1, 2013, through Feb. 1, 2014, the Company is torepay its debenture holders NIS 599 million (principal andinterest). "Said amount includes NIS 82 million originallypayable on Feb. 21, 2013, that its repayment was suspendedfollowing a resolution of the Company's Board of Directors. TheCompany's Board also resolved to suspend any interest paymentsrelating to all the Company's debentures. In addition, as ofDec. 31, 2012, the Company failed to comply with certain financialcovenants relating to bank loans in the total amount as of suchdate of NIS 290 million.

According to the report, the Tokyo High Court dismissed the appealof a lower court's February order approving the plan, of whichcreditors on the whole voted "overwhelmingly" in favor, accordingto a statement from Idaho-based Micron.

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is a Japan-based company principally engaged in the development,design, manufacture and sale of semiconductor products, with afocus on dynamic random access memory (DRAM) silicon chips. Themain products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,Mobile RAM and XDR DRAM, among others. The Company distributesits products to both domestic and overseas markets, including theUnited States, Europe, Singapore, Taiwan, Hong Kong and others.The company has eight subsidiaries and two associated companies.

After semiconductor prices plunged, Japan's largest maker of DRAMchips filed for bankruptcy in February with liabilities of 448billion yen ($5.6 billion) after losing money for five quarters.Elpida Memory and its subsidiary, Akita Elpida Memory, Inc.,filed for corporate reorganization proceedings in Tokyo DistrictCourt on Feb. 27, 2012. The Tokyo District Court immediatelyrendered a temporary restraining order to restrain creditors fromdemanding repayment of debt or exercising their rights withrespect to the company's assets absent prior court order.Atsushi Toki, Attorney-at-Law, has been appointed by the TokyoCourt as Supervisor and Examiner in the case.

ELPIDA MEMORY: Creditor Appeals on Reorganization Plan Tossed-------------------------------------------------------------Micron Technology, Inc. on May 15 disclosed that the Tokyo HighCourt's issuance of an order dismissing creditor appeals of theTokyo District Court's approval of Elpida Memory, Inc.'sreorganization plan. Elpida's reorganization plan calls forMicron to sponsor the reorganization under which Elpida will jointhe Micron group of companies.

On February 28, the Tokyo District Court approved thereorganization plan following an Elpida creditor vote in which thecreditors voted overwhelmingly to approve the plan.

On March 29, certain unsecured creditors of Elpida filed appealsof the District Court's approval order with the Tokyo High Court.

"We applaud the Tokyo High Court's ruling," said Micron CEOMark Durcan. "This is an important milestone on the way to Micronand Elpida joining to become the world's second largest memoryprovider with the strongest product portfolio in the industry."

The closing of the transaction remains subject to the satisfactionor waiver of certain conditions -- including recognition ofElpida's reorganization plan by the United States Bankruptcy Courtfor the District of Delaware.

About Elpida Memory Inc.

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is a Japan-based company principally engaged in the development,design, manufacture and sale of semiconductor products, with afocus on dynamic random access memory (DRAM) silicon chips. Themain products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,Mobile RAM and XDR DRAM, among others. The Company distributesits products to both domestic and overseas markets, including theUnited States, Europe, Singapore, Taiwan, Hong Kong and others.The company has eight subsidiaries and two associated companies.

After semiconductor prices plunged, Japan's largest maker of DRAMchips filed for bankruptcy in February with liabilities of 448billion yen ($5.6 billion) after losing money for five quarters.Elpida Memory and its subsidiary, Akita Elpida Memory, Inc.,filed for corporate reorganization proceedings in Tokyo DistrictCourt on Feb. 27, 2012. The Tokyo District Court immediatelyrendered a temporary restraining order to restrain creditors fromdemanding repayment of debt or exercising their rights withrespect to the company's assets absent prior court order.Atsushi Toki, Attorney-at-Law, has been appointed by the TokyoCourt as Supervisor and Examiner in the case.

EMMONS-SHEEPSHEAD: Lender to Fund Payments to Unsecured Claims--------------------------------------------------------------Debtor Emmons-Sheepshead Bay Development LLC has a Chapter 11 planthat provides for the reorganization of the Debtor.

Payments to holders of administrative claims, subject to offset,will be made by the lender on the Effective Date. The lender hasalso agreed to establish on the Effective Date an unsecuredcreditors fund in the amount of $100,000 for pro rata distributionto holders of allowed general unsecured claims. All of other planpayments, including payments to the lender, will be funded throughthe sale proceeds of the Debtor's 49 currently unsold condominiumunits, parking spaces and marina unit.

TD Bank, N.A was the Debtor's secured lender as of the PetitionDate, TD sold and assigned its various mortgages and related loandocuments to SDF 17 Emmons LLC.

The Second Amended Disclosure Statement, which explains the termsof the Plan, has been approved by the Court for use in connectionwith the solicitation of acceptances of the Plan from holders ofclaims against the Debtor pursuant to Section 1125 of theBankruptcy Code.

Emmons-Sheepshead Bay Development LLC, the owner of 49 unsoldcondominium units on Emmons Avenue in Brooklyn, filed a Chapter 11petition (Bankr. E.D.N.Y. Case No. 12-46321) on Aug. 30, 2012, inBrooklyn. The Debtor said the property is worth $14 million. Ithas $32.6 million in total liabilities, including $31 million owedto TD Bank N.A., which is secured by first, second and thirdpriority liens on the property.

ENGLOBAL CORP: Reports $1.9 Million Net Income in First Quarter---------------------------------------------------------------ENGlobal Corporation filed with the U.S. Securities and ExchangeCommission its quarterly report on Form 10-Q disclosing net incomeof $1.93 million on $49.76 million of operating revenues for thethree months ended March 30, 2013, as compared with a net loss of$140,000 on $59.17 million of operating revenues for the threemonths ended March 31, 2012.

The Company's balance sheet at March 30, 2013, showed $70.79million in total assets, $43.51 million in total liabilties, allcurrent, and $27.28 million in total stockholders' equity.

"We are pleased to see the anticipated financial impact of thestrategic divesture of the land and inspection divisions in late2012," said William A. Coskey, P.E., ENGlobal's chairman and chiefexecutive officer. "We continue to evaluate alternatives forimproving our financial condition and further paying down debt.Operationally, we are making good progress on increasing profitmargins under both new and existing master service agreements. Itis important to note that we have been successful in landingseveral significant contracts from new clients in variousgeographical regions as well negotiating contract extensions froma number of long-term clients, which indicates the viability ofour business development efforts."

Going Concern

"The Company has been operating under difficult circumstancessince the beginning of 2012. For the year ended December 29,2012, the Company reported a net loss of approximately $33.6million that included a non-cash charge of approximately $16.9million relating to a goodwill impairment and a non-cash charge ofapproximately $6.8 million relating to a valuation allowanceestablished in connection with the Company's deferred tax assets.During 2012, our net borrowings under our revolving creditfacilities increased approximately $10.5 million to fund ouroperations. Due to challenging market conditions, our revenuesand profitability declined during 2012 and continued to weakenthrough the first quarter of 2013. As a result, we have failed tocomply with several financial covenants under our creditfacilities resulting in defaults. Although we have sold assets,reduced debt and decreased personnel in an attempt to improve ourliquidity position, we cannot assure you that we will besuccessful in obtaining the cure or waiver of the defaults underour credit facilities. If we fail to obtain the cure or waiver ofthe defaults under the facilities, the lenders may exercise anyand all rights and remedies available to them under theirrespective agreements, including demanding immediate repayment ofall amounts then outstanding or initiating foreclosure orinsolvency proceedings. In such event and if we are unable toobtain alternative financing, our business will be materially andadversely affected, and we may be forced to sharply curtail orcease our operations. As a part of our efforts to improve ourcash flow and restore our financial relationship with our lendersunder the PNC Credit Facility, we engaged an investment bankingfirm to pursue strategic alternatives on behalf of the Company anda consulting firm to assist the Company with cost cutting efforts.

These circumstances raise substantial doubt about the Company'sability to continue as a going concern."

Headquartered in Houston, Texas, ENGlobal --http://www.ENGlobal.com-- is a provider of engineering and related project services principally to the energy sectorthroughout the United States and internationally. ENGlobaloperates through two business segments: Automation and Engineering& Construction. ENGlobal's Automation segment provides servicesrelated to the design, fabrication and implementation of processdistributed control and analyzer systems, advanced automation, andrelated information technology. The Engineering & Constructionsegment provides consulting services relating to the development,management and execution of projects requiring professionalengineering as well as inspection, construction management,mechanical integrity, field support, quality assurance and plantasset management. ENGlobal currently has approximately 1,400employees in 11 offices and 9 cities.

ENVISION SOLAR: Incurs $1-Mil. Net Loss in 1st Quarter------------------------------------------------------Envision Solar International, Inc., filed its quarterly report onForm 10-Q, reporting a net loss of $1.0 million on $155,528 ofrevenues for the three months ended March 31, 2013, compared witha net loss of $983,959 on $308,715 of revenues for the same periodlast year.

The Company's balance sheet at March 31, 2013, showed $2.0 millionin total assets, $3.3 million in total current liabilities, and astockholders' deficit of $1.3 million.

"As reflected in the accompanying unaudited condensed consolidatedfinancial statements for the three months ended March 31, 2013,the Company had net losses of $1,045,767. Additionally, atMarch 31, 2013, the Company had a working capital deficit of$1,367,306, an accumulated deficit of $25,867,955 and astockholders' deficit of $1,275,074. These factors raisesubstantial doubt about the Company's ability to continue as agoing concern.

"The Company's auditors [Salberg & Company P.A., in Boca Raton,Florida] have included a "Going Concern Qualification" in theirreport for the year ended Dec. 31, 2012. In addition, the Companyhas limited working capital. The foregoing raises substantialdoubt about the Company's ability to continue as a going concern."

Envision Solar International, Inc., is a developer of solarproducts and proprietary technology solutions. The Companyfocuses on creating high quality products which transform bothsurface and top deck parking lots of commercial, institutional,governmental and other customers into shaded renewable generationplants.

After initial opposition, the Debtor consented to an Order forRelief on May 25, 2010. As of the Petition Date, the Debtor wasno longer an operating company, as it had sold substantially allof its assets more than four years earlier. Thus, on thecommencement of the bankruptcy case, the Debtor held, as its onlyremaining assets:

(c) a small minority equity interest in the Debtor's successor-in-interest, also known as Strategic Equipment and Supply Corporation ("New SESC").

New SESC is an operating restaurant and supply company, based inDallas, and is majority owned by an affiliate of Brazos PrivateEquity Partners.

A group of creditors launched an adversary proceeding on June 10,2011, against another group over a dispute in the priority ofpayment. The two groups are (a) the individual holders of certain"Seller Notes"; and (b) the individual holders of certain "NewNotes".

The Plaintiffs are the former owners of seven regional restaurantequipment and supply companies who sold their companies to SESC in2000.

In 1999, several of the Plaintiffs entered into discussions withChicago-based private equity firm Glencoe Capital LLC, pursuant towhich the Plaintiffs contemplated selling their companies as agroup and wanted to seek potential acquirers. In connection withthis effort, certain of the Plaintiffs retained William Spalding,of the law firm of King & Spalding, as counsel, and Amy Forrestal,an investment banker, who at that time was employed with Bank ofAmerica.

The P/E firm's Glencoe Capital Partners II, LP, was part of agroup of investors consisting of itself, Ron Bane, Thomas Garvin,Glencoe Closely-Held Business Fund, L.P, the State of Michigan, ascustodian for three Michigan public employee retirements funds,Massachusetts Mutual Life Insurance Company, MassMutual High YieldPartners II, LLC, and MassMutual Corporate Investors.

After a series of meetings in 1999, the Plaintiffs and GlencoeCapital mutually decided to pursue a roll-up transaction. SESC wasincorporated to act as the vehicle to acquire the various regionalcompanies that would participate in the roll-up transaction.

The "Seller Notes" are those certain 9% Junior SubordinatedPromissory Notes, issued by SESC. SESC issued Seller Notes in theaggregate principal amounts of $8,213,999.99 on or about January14, 2000, then another $1,957,018.84 on or about September 12,2000, and then another $5,111,816.73 on or about March 14, 2002,for a total of $15,282,825.70. The total outstanding balance ofthe Seller Notes as of May 25, 2010 (the date of the Order forRelief) was $28,097,714.31. The Plaintiffs collectively hold 100%of the Seller Notes.

The "New Notes" are those certain 15% Junior SubordinatedPromissory Notes issued by SESC on or about March 8, 2002, in theaggregate principal amount of $6 million. The total outstandingbalance of the New Notes as of May 25, 2010 (the date of the Orderfor Relief) was $31,759,850.84. The Defendants collectively hold100% of the New Notes. Six of the Plaintiffs that are Seller Noteholders -- i.e., Harold Gernsbacher, Jr., Robert N. Zintgraff,David Campbell, Reed Jackson, Andrew Scruggs and Walter Eskuri --also hold New Notes representing 7.35% of the outstanding balanceof the New Notes. The individuals are named as nominal Defendantsin their capacities as holders of both types of notes at issue inthe Adversary Proceeding. However, these individuals have alreadyagreed to the relief sought by the Plaintiffs in the AdversaryProceeding and are not adverse to the Plaintiffs. In other words,regardless of the outcome of the Adversary Proceeding, theindividuals request that their New Notes be afforded the sametreatment as the Defendants' New Notes. For the avoidance ofdoubt, the Defendants who are not also Plaintiffs hold 92.65% ofthe outstanding balance of the New Notes.

With regard to this dispute over priority of payment, the holdersof the Seller Notes have asserted three specific causes of actionagainst the holders of the New Notes:

-- the holders of the Seller Notes have sought to recharacterize the New Notes as equity pursuant to the Fifth Circuit's holding in Grossman v. Lothian Oil, Inc. (In the Matter of Lothian Oil, Inc.), 650 F.3d 539 (5th Cir. 2011);

-- the holders of the Seller Notes contend that the New Notes should be subordinated to the Seller Notes pursuant to sections 510(b) and (c) of the Bankruptcy Code.

-- the holders of the Seller Notes have requested a declaration that the underlying documentation evidencing the New Notes, which effectively subordinated the Seller Notes to the New Notes, is unenforceable against the holders of the Seller Notes.

In an April 12 Amended Memorandum Opinion available athttp://is.gd/d62Ftwfrom Leagle.com, Bankruptcy Judge Stacey G.C. Jernigan ruled that the New Notes are properly characterized asdebt and, thus, should not be "recharacterized" (under case lawsuch as Lothian Oil) and are not subject to subordination undereither section 510(b) or (c) of the Bankruptcy Code. JudgeJernigan also ruled that certain of the Plaintiffs are entitled topari passu treatment with the New Notes, due to the fact thatcertain of these Plaintiffs did not execute an acceptable form ofwritten consent to effectuate the subordination of the SellerNotes to New Notes. However, to the extent a Plaintiff gaveadequate consent to the subordination of the Seller Notes to theNew Notes and signed documentation evidencing his consent -- inthis case, through the execution of the Amended and RestatedSecurities Purchase Agreement -- the court believes that thatPlaintiff consented to the subordination of its Seller Notes tothe New Notes and, thus, his/her Seller Notes will be treated assuch.

FIRST DATA: Proposed $500MM Notes Offer Gets Moody's Caa2 Rating----------------------------------------------------------------Moody's Investors Service assigned a Caa2 rating to First DataCorporation's proposed $500 million senior subordinated notes due2021. All other ratings, including the B3 corporate family ratingand the stable outlook remain unchanged. The proceeds will be usedto repay a portion of its outstanding 11.25% senior unsecurednotes due 2016.

Ratings Rationale:

The B3 CFR and stable outlook reflect Moody's expectations thatFirst Data will generate low to mid-single digit percentagerevenue and EBITDA growth over the next year, as the economy growsslowly and the shift to electronic payments continues globally.Leverage will likely remain very high (e.g., debt to EBITDA ofabout 9 times), but Moody's expects this metric to improvemodestly over time as profits expand.

The principal methodology used in this rating was Global Business& Consumer Service Industry published in October 2010. Othermethodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEApublished in June 2009.

FLUX POWER: Completes Commercial Implementation of New Battery--------------------------------------------------------------Flux Power Holdings, Inc., announced two successfulimplementations of its recently introduced LiFTTM Pack solutionsin commercial pilot programs. Flux Power specifically engineeredthe LiFT Pack 250Ahe-24V* for Class III lift trucks, known as"walkies" and is earning high praise for the duration of itscharge and the elimination of maintenance in two separate beveragedistribution applications.

Toyotalift, Inc., the top source for forklifts, aerial lifts,cranes and utility vehicle sales and rentals in Arizona andSouthern California, selected two of its high volume customers totest Flux Power's battery pack: Crescent Crown Distributing, oneof the top ten largest beer distributors in the country and KalilBottling Company, one of the largest distributors of soft drinks,teas and waters throughout Arizona, parts of New Mexico, theDurango area of Colorado and the El Paso area of Texas. The packswere installed in a Toyota electric pallet-jack or walkie, whichis typically used for moving pallets either in a distributioncenter, or on and off of delivery trucks. In both of theseimplementations, Flux Power's LiFT Pack 250Ahe-24V demonstratedits ability to outperform and outlast premium lead-acid batteries.Customers also praised the battery pack for its ability tosignificantly reduce the time and space required for maintenance,as well as the lighter weight of the equipment resulting inimproved mobility.

In the first implementation, the LiFT Pack 250Ahe-24V was used byCrescent Crown Distributing in delivery trucks. The pallet jackequipment was used to load and unload large quantities of beer onand off refrigerated trucks into customer's warehouses and stores.The equipment operator noted that during his eight hour shift,pallets weighing more than 2,000 pounds were lifted and moved.After a complete overnight charge, Flux's LiFT Pack 250Ahe-24Vbattery pack contained over 85 percent of the original charge atthe end of the shift. Because of the efficiency of the pack,fewer charge cycles are required during the week thereby extendingthe life of the pack.

In the second implementation, the LiFT Pack 250Ahe-24V was used byKalil Bottling Company to continuously move product in theirwarehouse and distribution center. Kalil's business modelrequires heavy, continuous use of the walkie with infrequent andshort windows for charging. The LiFT Pack 250AHe-24V deliveredenough power to easily complete both shifts using partial capacityof the battery, allowing for the ability to fully recharge in thewindow provided before the next shift began.

"We selected Crescent Crown and Kalil Bottling for the initialpilots because they are both high capacity users of pallet jacksand are constantly charging, maintaining and replacing batteries.Currently, these customers have a significant number of walkies intheir fleet and there is a need to maintain them daily, whichreduces efficiency and adds cost. Identifying an alternatesolution is a tremendous break though in our industry," saidStephen Hansen, President of Toyotalift, Inc. "These customerswere impressed by Flux Power's LiFT Pack 250Ahe-24V ability tolast significantly longer than a typical lead-acid battery,enabling them to continuously run their equipment through morethan one shift and then recharge quickly during breaks orovernight. In addition, the battery pack's dripless sealed celltechnology eliminated acid exposure, so it was no longer necessaryto water batteries, thus reducing maintenance time and cost."

"Based on soft-packed, electrolyte-starved LiFePO4 rechargeablepouch cell technology, the LiFT Pack 250Ahe-24V is ideal for largeenergy storage systems used in the material handling equipmentindustry. We are pleased that the management of Toyotaliftimmediately recognized the customer benefits and agreed to be ourinitial pilot partner," said Chris Anthony, CEO of Flux Power."We specifically engineered the pack so that it will fit a broadrange of walkie manufacturer battery enclosure sizes and, as aresult, is designed as a universal, state-of-the-art battery packthat performs better and lasts many times longer than premiumlead-acid batteries, is virtually maintenance-free, and costs ourcustomers substantially less over time."

Flux Power is the leader in advanced lithium energy storagesolutions and has a successful history of delivering costefficient solutions to customers around the globe. As the onlycompany today providing lithium battery packs directly to thematerial handling market, its high-performance products offer acost-efficient and reliable alternative to lead-acid batteries."Completing these initial pilots is a major milestone for us. Weare excited to move forward on several broader and lengthierpilots in the next stage of our product launch program," Anthonyconcluded.

A product data sheet with additional information on the Flux LiFTPack 250Ahe-24V Battery Pack can be found under the Productsection of the Company's Web site at http://fluxpwr.com/products/.

*Equivalent performance to 250Ah lead-acid battery for a 6-hourdischarge cycle

The Company reported a net loss of $231,000 on $700,000 of netrevenue for the nine months ended March 31, 2013, compared with anet loss of $1.1 million on $3.0 million of revenue for the ninemonths ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $2.5 millionin total assets, $4.7 million in total liabilities, and astockholders' deficit of $2.1 million.

According to the regulatory filing, there are certain conditionswhich raise substantial doubt about the Company's ability tocontinue as a going concern. "We have a history of losses andhave experienced a lack of revenue due to the time to launch theCompany's revised business strategy. Our operations haveprimarily been funded by the issuance of common stock. Ourcontinued operations are dependent on our ability to completeequity financings, increase credit lines, or generate profitableoperations in the future.

The B2 CFR and stable outlook reflects Moody's expectation thatFreescale will generate low single digit percentage revenue growthduring 2013 with an improving demand environment. Growth should bespurred by increased sales of automotive microcontrollers anddigital networking products for 4G and LTE investments. Moody'santicipates Freescale's leverage to remain very high (over 7 timesadjusted debt to EBITDA) over the next year. However, the companyshould manage through the weak semiconductor demand cycle givenits improved capital structure and debt maturity schedule, andvery good liquidity.

Moody's could upgrade Freescale's ratings if the company were toexperience solid product volume growth in the double digit rangeand if adjusted debt to EBITDA were to fall below 4.5 times on asustained basis. Conversely, the rating could be lowered ifrevenue were to decline in the high single digits or liquiditydeteriorates (e.g., cash balances below $600 million). Inaddition, the ratings could be pressured if it becomes apparentthat adjusted debt to EBITDA will not decrease to below 6.5 timesby the end of 2014.

Rating assigned:

Senior Secured Notes -- B1 (LGD3 -- 34%)

Rating to be withdrawn upon close:

10.125% senior secured notes due 2018 -- B1 (LGD-3, 34%)

Based in Austin, TX, Freescale Semiconductor, Inc. with about $4billion of projected annual revenues, designs and manufacturesembedded semiconductors for the automotive, networking, industrialand consumer markets.

The principal methodology used in this rating was the GlobalBusiness & Consumer Service Industry Rating Methodology publishedin October 2010. Other methodologies used include Loss GivenDefault for Speculative-Grade Non-Financial Companies in the U.S.,Canada and EMEA published in June 2009.

GAME TRADING: Baltimore Allowed $7,115 Unsecured Priority Claim---------------------------------------------------------------Peter Chadwick, in his capacity as Responsible Officer for theestates of Game Trading Technologies, Inc. and Gamers Factory,Inc., won court approval of a stipulation with Baltimore County,Maryland, for resolution of a property tax claim.

After considering the amount at issue in the dispute, as well asthe expense and risks of litigating the Motion to Amend and ClaimObjection, the parties determined it best to settle the Claim.Accordingly, the parties agreed to resolve their dispute byallowing Baltimore County a $7,115 unsecured priority claim and a$7,565 general unsecured claim.

A copy of the Stipulation and Order signed on May 13, 2013 isavailable at http://is.gd/lt4rpafrom Leagle.com.

When it filed for bankruptcy, Game Trading estimated $0 to $50,000in assets and $1 million to $10 million in debts. AffiliateGamers Factory, Inc., filed a separate petition for Chapter 11relief (Bankr. D. Md. Case No. 12-11522) on the same day, listing$1 million to $10 million in both assets and debts.

An Official Committee of Unsecured Creditors has been appointed inthe case. The panel is represented by Gary H. Leibowitz, Esq.,and G. David Dean, Esq., at Cole, Schotz, Meisel, Forman &Leonard, P.A.

On Feb. 8, 2012, the Debtors filed their proposed plan ofreorganization and motion to establish bidding procedures for andsale of substantially all of the companies' assets. Pursuant tothe sale and bid procedures motion, the companies seek to sell,subject to higher and better offers and bankruptcy Court approval,substantially all of their assets to two stalking horse bidders,DK Trading Partners, LLC, and Mantomi Sales, LLC, respectively.Mantomi Sales, LLC, is 100% owned by Todd Hayes, the Debtors'president and CEO. Pursuant to the Mantomi Sales LLC assetpurchase agreement, (i) Mr. Hays was required to resign asPresident and CEO of the companies on or before the execution ofthe Mantomi APA; (ii) the companies' Chief Restructuring Officermay employ Mr. Hays as an independent consultant to the companiesin matters unrelated to the sale; and (iii) nothing in the MantomiAPA constitutes or will be deemed a breach of the employmentagreement between Mr. Hays and the companies.

Counsel for the Official Committee of Unsecured Creditors are GaryH. Leibowitz, Esq., and G. David Dean, Esq., at Cole, Schotz,Meisel, Forman & Leonard, P.A.

GATEHOUSE MEDIA: Bank Debt Trades at 36.78% Discount----------------------------------------------------Participations in a syndicated loan under which GateHouse Media isa borrower traded in the secondary market at 63.22 cents-on-the-dollar during the week ended Friday, May 17, 2013, according todata compiled by LSTA/Thomson Reuters MTM Pricing and reported inThe Wall Street Journal. This represents a drop of 0.55percentage points from the previous week, the Journal relates.The loan matures Feb. 27, 2014. The Company pays L+200 basispoints above LIBOR to borrow under the facility. The bank debtcarries Moody's Ca rating and S&P's CC rating.

About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/-- headquartered in Fairport, New York, is one of the largestpublishers of locally based print and online media in the UnitedStates as measured by its 97 daily publications. GateHouse Mediacurrently serves local audiences of more than 10 million per weekacross 21 states through hundreds of community publications andlocal Web sites.

The Company's balance sheet at March 31, 2013, showed $446.06million in total assets, $1.29 billion in total liabilities and a$844.17 million total stockholders' deficit.

For the 12 months ended Dec. 30, 2012, the Company incurred a netloss of $30.33 million, as compared with a net loss of $22.22million for the 12 months ended Jan. 1, 2012.

Dow Jones' Daily Bankruptcy Review reported in March 2013 thatpeople close to company said GateHouse Media Inc., the strugglinglocal newspaper chain owned by Fortress Investment Group LLC, isweighing a streamlined bankruptcy-protection filing to tackle morethan $1 billion in debt coming due next year while it tries tonegotiate a far-reaching deal with creditors. BankruptcyLaw360reported that GateHouse has entered talks with attorneys at ClearyGottlieb Steen & Hamilton LLP in an effort to restructure $1.2billion in debt and avoid bankruptcy.

GLOBAL CLEAN: Incurs $1.2-Mil. Net Loss in 1st Quarter------------------------------------------------------Global Clean Energy Holdings, Inc., filed its quarterly report onForm 10-Q, reporting a net loss of $1.2 million on $105,627 oftotal revenue for the three months ended March 31, 2013, comparedwith net income of $158,914 on $619,521 of total revenue for thesame period last year.

According to the regulatory filing, the Company has settledcertain liabilities previously carried on the consolidated balancesheet, which settlements resulted in gains from the extinguishmentof liabilities. "There was no gain on settlement of liabilitiesfor the three months ended March 31, 2013, but there was a gain of$514,473 for the three months ended March 31, 2012. The gain in2012 was primarily from the settlement or expiration of historicliabilities primarily incurred by prior management in connectionwith the discontinued pharmaceutical operations."

The Company's balance sheet at Dec. 31, 2012, showed $24.9 millionin total assets, $19.7 million in total liabilities, andshareholders' equity of $5.2 million.

As shown in the accompanying consolidated financial statements,the Company has an accumulated deficit applicable to its commonshareholders of $26.8 million at March 31, 2013. The Company alsoused cash in operating activities of $725,387 and $663,143 duringthe three-month periods ended March 31, 2013, and 2012,respectively. At March 31, 2013, the Company has negative workingcapital of $4.1 million and a stockholders' deficit attributableto its stockholders of $1.1 million. "These factors raisesubstantial doubt about the Company's ability to continue as agoing concern."

Long Beach, Calif.-based Global Clean Energy Holdings, Inc., is amulti-national, energy agri-business focused on the development ofnon-food based bio-feedstocks.

* * *

As reported in the TCR on April 15, 2013, Hansen, Barnett &Maxwell, P.C., in Salt Lake City, Utah, expressed substantialdoubt about Global Clean's ability to continue as a going concern.The independent auditors noted that the Company has incurredsignificant losses from current operations, used a substantialamount of cash to maintain its operations and has a large workingcapital deficit.

GMX RESOURCES: Seeks Sale of Assets to First Lien Lenders---------------------------------------------------------BankruptcyData reported that GMX Resources filed with the U.S.Bankruptcy Court a motion for an order establishing biddingprocedures in connection with the sale of substantially all of theDebtors' assets, scheduling an auction and hearing to sell theassets to the highest bidder or stalking horse bidder.

The Debtors have entered into a stalking horse agreement with anentity in which the trustee for the Debtors' first lien lendershas a 100% percent ownership interest in exchange for a$38,000,000 credit bid, a substantial portion of the Debtors'outstanding obligations owed to the Debtors' first lien lenders,the BData report said, citing court documents.

The first lien lenders have a lien on substantially all of theDebtors' assets.

The Court scheduled a June 11, 2013 hearing on the matter.

About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an independent natural gas production company headquartered inOklahoma City. GMXR has 53 producing wells in Texas & Louisiana,24 proved developed non-producing reservoirs, 48 provedundeveloped locations and several hundred other developmentlocations. GMXR has 9,000 net acres on the Sabine Uplift of EastTexas. GMXR has 7 producing wells in New Mexico.

GMX Resources filed a Chapter 11 petition in its hometown (Bankr.W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenderscan buy the business in exchange for $324.3 million in first-liennotes. As of the Petition Date, GMXR had long-term debt ofapproximately $427 million (outstanding principal amount):

Goldman's capital position continues to improve and remainscomparatively strong. Fitch Core Capital to risk-weighted assetsremained significantly above the GTUB average. Under Basel III,Goldman's Tier I common ratio was approximately 9% at end-1Q'13(in line with the average of U.S. GTUBs).

Regulatory and legal issues appear manageable. Goldman and peersface new capital markets regulations such as the pending VolckerRule and implementation of Basel III capital and liquiditystandards. Goldman is projected to meet new requirements wellwithin allowable time frames.

RATING SENSITIVITIES - IDRs, VR AND SENIOR DEBT

Goldman's IDRs, VR and senior debt continue to be underpinned by astrong risk management track record and leading investment bankingfranchise. These ratings factor in Fitch core capital in line withcurrent levels and the management of capital comfortably aboveBasel III capital minimums. The IDRs, VR and senior debt havelimited upward potential, given Goldman's business focus on thecapital markets.

Downward pressure on the VR would result from a material loss,reduction in capital ratios or significant deterioration inliquidity levels. Likewise, any unforeseen outsized fines,settlements or other charges could also have adverse ratingimplications. Goldman's Long-term IDR is at its SRF, which meansthat a downgrade of its VR would only trigger downgrades of theIDRs if the SRF were revised down as well.

KEY RATING DRIVERS - SUPPORT RATING AND SRF

The affirmations of Goldman's Support Rating and SRF are based onFitch's view that the probability of support from the U.S.authorities, if required, remains extremely high in the near termdue to the bank's systemic importance.

RATING SENSITIVITIES - SUPPORT RATING AND SRF

The Support Rating and SRF are sensitive to a change in Fitch'sassumptions about the availability of sovereign support for thebank. There is a clear political intention to ultimately reducethe implicit state support for systemically important banks inEurope and the U.S., as demonstrated by a series of policy andregulatory initiatives aimed at curbing systemic risk posed by thebanking industry. This might result in Fitch revising SRFsdownward in the medium term, although the timing and degree of anychange would depend on developments with respect to specificjurisdictions. Until now, senior creditors in major global bankshave been supported in full, but resolution legislation isdeveloping quickly and the implementation of creditor 'bail-in' isstarting to make it look more feasible for taxpayers and creditorsto share the burden of supporting large, complex banks.

Subordinated debt and other hybrid capital issued by Goldman andby various issuing vehicles are all notched down from Goldman's VRin accordance with Fitch's assessment of each instrument'srespective nonperformance and relative Loss Severity riskprofiles. Their ratings are primarily sensitive to any change inGoldman's VR.

RATING DRIVERS AND SENSITIVITIES - HOLDING COMPANY

Goldman's IDR is equalized with those of its operating companiesand banks, reflecting its role as the bank holding company, whichis mandated in the U.S. to act as a source of strength for itsbank subsidiaries, as well as the use of the holding company tofund subsidiary operations.

RATING DRIVERS AND SENSITIVITIES - SUBSIDIARY AND AFFILIATEDCOMPANIES

IDRs of major rated operating subsidiaries are equalized withGoldman's IDR reflecting Fitch's view that these entities are coreto Goldman's business strategy and financial profile.

Goldman is a top global bank with four business segments:investment banking, institutional client services, investmentmanagement, and investing and lending.

HANGER INC: Good Performance Prompts Moody's to Lift CFR to Ba3---------------------------------------------------------------Moody's Investors Service upgraded Hanger, Inc.'s Corporate FamilyRating to Ba3 from B1 and its Probability of Default Rating toBa3-PD from B1-PD. Concurrently, Moody's upgraded the company'sexisting $392 million senior secured credit facilities rating toBa1 from Ba2. In addition, $200 million of Hanger's seniorunsecured notes were raised to B1 from B3. The outlook is stable.

"The upgrade of Hanger's Corporate Family Rating reflects thecompany's improvement in credit metrics and the recurring natureof its revenues," said Ron Neysmith, a Moody's Senior Analyst."Additionally, the company's healthy cash flow should supportfurther growth in the business without the use of incrementaldebt," said Neysmith.

The following is a summary of Moody's rating actions and LGD pointestimate revisions:

The Ba3 Corporate Family Rating is supported by the company'scompetitive position as the largest Orthotic & Prosthetic (O&P)services provider in the US, its national footprint, andrelatively stable, recurring revenue model. The rating isconstrained primarily by the company's size as well as its payorconcentration from government entities.

The stable outlook reflects Moody's expectation of modest EBITDAgrowth, which will result in gradually improving free cash flowand reduced leverage. Furthermore, the outlook reflects Moody'sexpectation that the company will continue to expand its revenuebase despite the current challenging environment.

While Moody's does not foresee a ratings upgrade in the near-term,the rating could be upgraded if the company is able to effectivelymanage the growth of its business while continuing to improve itscredit metrics. Specifically, an upgrade would require debt/EBITDAto be sustained below 2.5 times, and free cash flow to debtapproaching 15%. An upgrade would also require an increase inscale -- either organically or through acquisitions -- and animprovement in product diversification.

The rating could be downgraded if a decline in operatingperformance results in an expectation that debt to EBITDA will besustained above 4 times, or if reimbursement rates materiallydecline and the environment become meaningfully more negative.Furthermore, a significant debt financed acquisition could resultin a ratings downgrade.

The principal methodologies used in rating Hanger were the GlobalBusiness & Consumer Service Industry published in October 2010.Other methodologies used include Loss Given Default forSpeculative-Grade Non-Financial Companies in the U.S., Canada andEMEA published in June 2009.

Hanger, Inc., (NYSE: HGR) headquartered in Austin, TX, is theleading provider of orthotic and prosthetic patient-care servicesin the US. The company owns and operates over 700 patient carecenters in 45 states and the District of Columbia. For the periodending March 31, 2013, Hanger recognized revenue of approximately$1.0 billion.

According to the report, the de nova motion calls into questionthe constitutional authority of bankruptcy courts to rule onsummary judgment motions in a fraudulent transfer case against anoncreditor.

About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP-- http://www.hewm.com/-- was an international law firm of more than 730 attorneys in 15 offices in the United States, Europe, andAsia. Heller Ehrman filed a voluntary Chapter 11 petition (Bankr.N.D. Cal., Case No. 08-32514) on Dec. 28, 2008. Members of thefirm's dissolution committee led by Peter J. Benvenutti approved aplan dated Sept. 26, 2008, to dissolve the firm. The Hon. DennisMontali presides over the case. Pachulski Stang Ziehl & Jones LLPassisted the Debtor in its restructuring effort. The OfficialCommittee of Unsecured Creditors is represented by FeldersteinFitzgerald Willoughby & Pascuzzi LLP. The firm estimated assetsand debts at $50 million to $100 million as of the Petition Date.According to reports, the firm had roughly $63 million in assetsand 54 employees at the time of its filing. On Aug. 13, 2010, theCourt confirmed Heller's Joint Plan of Liquidation.

HOSTESS BRANDS: Flowers Expects to Complete Asset Purchase in 2H----------------------------------------------------------------Flowers Foods, Inc. on May 16 disclosed that on January 11, 2013,the Company signed two asset purchase agreements with HostessBrands, as the "stalking horse bidder" for certain Hostess assets.The first agreement provided for the purchase by Flowers of theWonder, Nature's Pride, Merita, Home Pride, and Butternut breadbrands; 20 bakeries; and approximately 38 depots for a purchaseprice of $360.0 million. That bid has been approved by thebankruptcy court and is currently under regulatory review. Theprocess is expected to be completed in the second half of fiscal2013.

The disclosure was made in Flowers Foods' earnings release for thefirst quarter ended April 20, 2013, a copy of which is availablefor free at http://is.gd/WUBsmB

The official committee of unsecured creditors selected New Yorklaw firm Kramer Levin Naftalis & Frankel LLP as its counsel. TomMayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November 2012 opted to pursue the orderlywind down of its business and sale of its assets after the Bakery,Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced anationwide strike. The Debtor failed to reach an agreement withBCTGM on contract changes. Hostess Brands said it intends toretain approximately 3,200 employees to assist with the initialphase of the wind down. Employee headcount is expected todecrease by 94% within the first 16 weeks of the wind down. Theentire process is expected to be completed in one year.

Hostess has received court approval for sales raising about $800million. Apollo Global Management LLC and C. Dean Metropoulos &Co. are buying the snack cake business for $410 million. FlowersFoods Inc. is taking most of the bread business, including theWonder bread brand for $360 million. Neither of the salesattracted competitive bidding. After an auction with competitivebidding, Mexican baker Grupo Bimbo SAB was given a green light tobuy the Beefsteak rye bread business for $31.9 million.

HOUGHTON MIFFLIN: Term Loan Repricing No Impact on Fitch's B+ IDR-----------------------------------------------------------------The 'B+' Issuer Default Ratings (IDR) of Houghton Mifflin HarcourtPublishers Inc. (HMH) and its subsidiaries are unaffectedfollowing the announcement by the company of its plans to repriceits term loan. Fitch rates HMH's senior secured term loan at'BB+/RR1'.

All terms (except for pricing) are expected to remain materiallyunchanged, including the guarantees and security. Fitch expectsinterest expense to modestly decline. The company had $248 millionoutstanding under its amortizing term loans due 2018. Fitchcalculates post-plate unadjusted gross leverage of 1.2x as ofMarch 31, 2013. Fitch expects leverage to remain around 1x at yearend.

Key Rating Drivers:

HMH continues to be a leader in the K-12 educational material andservices sector, capturing 37% of its Association of AmericanPublishers addressable market. Fitch believes investments madeinto digital products and services will position HMH to take ameaningful share of the rebound in the K-12 educational market.Fitch's expects HMH will be able to, at a minimum, maintain itsmarket share. Fitch believes that HMH and its peers will benefitfrom the adoption of common core standards in 2014/2015.

HMH has significant financial flexibility to invest into digitalcontent and new business initiatives. These investments intointernational markets and adjacent K-12 educational materialmarkets may provide diversity away from highly cyclical state andlocal budgets. As of March 31, 2013, liquidity was supported by$189 million in cash and $140 million in short-term investments.The company also has $133 million in borrowing availability underthe $250 million asset backed revolver, due 2017. The term loansamortize $2.5 million per year until their 2018 maturity.

Fitch does not believe that the current capital structure will bepermanent. The ratings reflect Fitch's long-term belief that thecurrent private equity owners will look to extract shareholderreturns (leveraged dividend) prior to exiting their investment.Fitch does not believe that such a transaction would occur in thenear term.

Rating Sensitivities:

-- Revenue declines in the mid-single digits could result in rating pressures;-- Long -term, meaningful diversification into international markets and into new business initiatives could lead to rating upgrades.

INTERNATIONAL COMMERCIAL: Posts $1.2 Million Net Income in Q1-------------------------------------------------------------International Commercial Television Inc. filed with the U.S.Securities and Exchange Commission its quarterly report on Form10-Q disclosing net income of $1.16 million on $12.40 million ofnet sales for the three months ended March 31, 2013, as comparedwith a net loss of $21,608 on $2.65 million of net sales for thesame period during the prior year.

The Company's balance sheet at March 31, 2013, showed $4.87million in total assets, $4.03 million in total liabilities and$835,101 in total shareholders' equity.

"There is no guarantee that the Company will be successful inbringing our products into the traditional retail environment. Ifthe Company is unsuccessful in achieving this goal, the Companywill be required to raise additional capital to meet its workingcapital needs. If the Company is unsuccessful in completingadditional financings, it will not be able to meet its workingcapital needs or execute its business plan. In such case theCompany will assess all available alternatives including a sale ofits assets or merger, the suspension of operations and possiblyliquidation, auction, bankruptcy, or other measures. Theseconditions raise substantial doubt about the Company's ability tocontinue as a going concern."

Wayne, Pa.-based International Commercial Television Inc. sellsvarious consumer products. The products are primarily marketedand sold throughout the United States and internationally viainfomercials.

International Commercial disclosed a net loss of $550,448 on$22.92 million of net sales for the year ended Dec. 31, 2012, ascompared with a net loss of $485,892 on $3.10 million of net salesin 2011.

EisnerAmper, LLP, in Edison, New Jersey, issued a "going concern"qualification on the consolidated financial statements for theyear ended Dec. 31, 2012. The independent auditors noted thatthe Company's recurring losses from operations raise substantialdoubt about its ability to continue as a going concern.

INTERNATIONAL HOME: First Bank Lawsuit v. HDI Remanded------------------------------------------------------On May 24, 2012, Debtor International Home Products Inc. andDefendants Andrew Bert Foti and his wife Eva Judith Pagan Burgosremoved two state court civil actions currently pending before theCommonwealth of Puerto Rico Court of First Instance, San JuanSection:

On June 8, 2012, the Defendants filed their Answer to Complaintsreplying to the two state court complaints and including acounterclaim requesting to extend the protections of the automaticstay to the Debtor's president and treasurer and to enjoin theproceedings currently pending against him.

First Bank Puerto Rico Inc. filed separate motions to remand thetwo state court cases on June 25, 2012. The Defendants filedtheir Opposition to Remand on October 12, 2012.

First Bank also filed a motion to dismiss the Defendants'Counterclaim on July 6, 2012. The Defendants filed theiropposition to First Bank's motion to dismiss their counterclaim onAugust 27, 2012.

The pending motions in the case only concern state court caseKAC2012-0446 as issues in state case no. KAC2012-0444 have beendismissed.

The removed state court action is for a prepetition breach ofcontract action which was filed on May 1, 2012, subsequent toIHP's filing for bankruptcy on April 19, 2012 but prior to HDI'sfiling for bankruptcy on May 7, 2012. The nature of the lawsuitpertains to state law claims for breach of a credit agreement,collection of monies due to the payment defaults by IHP and HDIand foreclosure of certain personal guarantees. IHP and HDI'sobligation under a credit agreement with First Bank was secured bythe personal guarantees of Andrew Anthony Foti, now the Estate ofAndrew Anthony Foti, Marian Labue Foti, Mr. Andrew Bert Foti andMrs. Pagan. First Bank seeks to foreclose on the personalguarantees as IHP and HDI have filed for bankruptcy and areprotected by the provisions of the automatic stay.

(1) It has no "related to" jurisdiction pursuant to 28 U.S.C. Sec. 1334(b) over the particular removed state court action and thus the same must be remanded in conformity with 11 U.S.C. Sec. 1447(c);

(2) The Defendants' counterclaim is not the proper procedural mechanism to request the extension of the provisions of the automatic stay to non-debtors since the same constitutes an action for injunctive relief and must be initiated in a separate adversary proceeding;

(3) The allegations in the counterclaim and in Mr. Foti and Mrs. Pagan's opposition to First Bank's motion to dismiss the counterclaim fail to establish that the Debtors would suffer irreparable injury if the state court collection action against them is allowed to proceed; thus Defendants request for injunctive relief under 11 U.S.C. Sec. 105(a) is denied; and

(4) The Defendants have failed to establish that the instant case presents such "unusual circumstances" that warrant the extension of the automatic stay provisions to a non-debtor third party.

Accordingly, the Bankruptcy Court remands Case No. KAC2012-0446.

A copy of Judge Lamoutte's May 2, 2012 Opinion and Order isavailable for http://is.gd/SnryXgfrom Leagle.com.

About International Home Products

International Home Products, Inc., is engaged in the sale,financing of "Lifetime" cookware and other kitchenware as well assale of account receivables in the secondary market. It is theexclusive distributor of "Lifetime" products in Puerto Rico forover 40 years. The Company filed for Chapter 11 bankruptcyprotection (Bankr. D.P.R. Case No. 12-02997) on April 19,2012. Carmen D. Conde Torres, Esq., in San Juan, P.R.,serves as the Debtor's counsel. Wigberto Lugo Mendel, CPA,serves as its accountants. The Debtor disclosed $66,155,798 and$43,350,031 in liabilities as of the Chapter 11 filing.

The Court will hold a hearing to determine the reasonableness andamounts of expenses claimed by DDR for June 19, 2013, at 2:00 p.m.The parties shall file proposed findings of fact and conclusionsof law 10 days prior to the hearing.

On August 27, 2012, DDR asked the Court to compel the Debtor topay post-petition rents for the use and occupancy of certaincommercial spaces. DDR contends that part of the bankruptcyestate's assets at the time of the Petition were the unexpiredleases of certain nonresidential real property between

In court filings on August 27, 2012, DDR contends that part of thebankruptcy estate's assets at the time of the Petition were theunexpired leases of certain nonresidential real property betweenDebtor, as tenant, and DDR, as landlord, for commercial spaces atPlaza del Atlantico in Arecibo and Plaza Rio Hondo in Bayamon,P.R. DDR avers that the Debtor currently uses those premises forits retail operations and maintains a "Jeans.com" store in each ofthem. DDR contends that post-petition charges under the leases,as of August 17, 2012, amount to $45,263.35 ($26,442.21 for Plazadel Atlantico and $18,821.14 for Plaza Rio Hondo).

DDR also contends the Debtor has been using and deriving benefitfrom DDR's Plaza del Norte property, located in Hatillo, P.R., aswell as the Plaza Palma Real property in Humacao, P.R. DDRacknowledges these commercial spaces are currently leased tothird-party, non-debtor entities, which are related and/oraffiliated to the Debtor but that the Debtor has been using themfor the operation, storage, and/or maintenance of certain"Jeans.com" stores. The post-petition charges as of August 17,2012 for these Related Premises amount to $70,051.99 ($29,597.45for Plaza Palma Real and $40,454.54 for Plaza del Norte).

DDR seeks payment for post-petition rent for the Debtor's use ofDDR's premises pursuant to Section 365(d)(3) of the BankruptcyCode and claims administrative expense treatment of the post-petition rents under Section 503(b).

According to Judge Lamoutte, there is no dispute that the Debtorused and occupied postpetition DDR's premises at Plaza Palma Realand Plaza del Norte. It is also uncontested that the use andoccupancy of DDR's Premises by the Debtor resulted in benefit forthe bankruptcy estate for the Debtor sells its merchandise inthose Premises from which it derives revenues. Therefore, DDR isentitled to administrative expenses for the post-petition arrearsfor the Premises used and occupied by the Debtor.

However, Judge Lamoutte continued, because there is no writtenlease agreement between DDR and the Debtor for certain Premises,there is no presumptively reasonable rental rate established. DDRhas not alleged, much less demonstrated, how the rates it intendsto charge the Debtor for the Premises at Palma Real and Plaza delNorte are reasonable, even though it carries the burden of proofof establishing it. Instead, DDR parts from the premise that thelease rate in the contract with FFMSE is automatically reasonable.That may be so, but it must be established through evidence, thejudge said. Absent of evidentiary support, the court cannotdeclare that the amounts claimed by DDR are reasonable becausethere is a lease contract with another entity. Thus, anevidentiary hearing to that effect will be scheduled.

In a November 2012 court filing, DDR said the Debtor owes it:

-- $45,344.09 for rent from March 9, 2012 to October 2012 with respect to the Plaza Palma real property; and

-- $48,337.97 for rent from March 9, 2012 to September 2012 with respect to the Plaza del Norte property.

In filings in October and December, DDR said the Debtor hastendered checks for payment of postpetition arrears due for thePlaza Palma real property, but not the full amount of DDR's claim.DDR said it has forwarded the checks to the custody of its legalcounsel for safe-keeping pending resolution of the parties'dispute.

In the same ruling, Judge Lamoutte denied the "Motion forReconsideration of Orders and Request that the Motions to AssumeExecutory Contracts are Held in Abeyance until Further Disclosureby the Debtor" filed by the Unsecured Creditors Committeeappointed in the case.

A copy of the Court's April 12, 2013 Opinion and Order isavailable at http://is.gd/OzvSNlfrom Leagle.com.

On May 27, 2008, Kim's Provision's affiliate, 15 Engle Street LLC,refinanced its debt by borrowing $8 million from Woori AmericaBank. Kim's Provision guaranteed Engle's obligations and grantedWoori a security interest in all of its property. On Dec. 29,2011, Woori assigned the Note, the Security Agreement, and theGuarantee to Helicon Partners LLC.

On Feb. 22, 2012, Helicon commenced the adversary complaint in aNew York state court to recover on Kim's Provision's guarantee ofEngle's debt obligations. Under its amended complaint, Heliconsaid it notified Kim's Provision of a default in late January2012. By late April 2012, Helicon procured an ex parte order ofattachment and the sheriff levied on the bank account of NGF Inc.,dba NGF Warner Co., a non-party.

One day after the levy, Kim's Provision sought bankruptcyprotection. Subsequently, the adversary complaint was transferredto the bankruptcy court.

With Kim's Provision already in bankruptcy, Helicon filed onMay 2, 2012, an emergency motion seeking relief from the automaticstay to continue the Attachment Order and the restraints imposedby it. Among other things, Helicon alleged that NGF was one ofthe companies through which the Kims ran the Debtor's businessafter financial problems surfaced.

Subsequently, NGF moved to vacate the Attachment Order.

If an order of attachment was issued ex parte, the plaintiff mustmove to confirm the order within five days on notice to thedebtor, the sheriff and the garnishee. Judge Bernstein held thatHelicon's emergency motion satisfied this requirement. The judgealso noted there is no due process concern here as NGF has hadample opportunity to contest the Attachment Order.

Nevertheless, the Bankruptcy Court noted that the conversion ofthe Debtor's case into a Chapter 7 proceeding and the appointmentof a Chapter 7 trustee highlight the unusual nature of the matter.Helicon's right under state law to interfere with the Debtor'sproperty interests through the Attachment Order ended with thecommencement of the bankruptcy case.

Judge Bernstein said the Trustee will be substituted as theplaintiff, and if he intends to pursue the matter, he should filean amended complaint that eliminates Helicon's direct claims andasserts the estate's claims against the Kims, NGF and any otherappropriate defendant.

Accordingly, the Bankruptcy Court directs the Trustee to file anyamended pleading within 30 days of its order. If the Trustee doesnot file and serve an amended pleading by the original or anyextended deadline, NGF may settle a proposed order vacating theAttachment Order on notice to the Trustee, Helicon, any otherparties to the adversary proceeding and any other garnishees ofwhich it is aware, the judge said.

Based in Bronx, New York, Kim's Provision Co., Inc., was engagedin the wholesale and retail sale of meat products. The Companyfiled a voluntary petition under Chapter 11 on May 1, 2012 (Bankr.S.D.N.Y. Case No. 12-11820). On Dec. 12, 2012, the New JerseyBankruptcy Court converted the case into a Chapter 7 proceedingand the U.S. Trustee appointed Charles A. Stanziale, Esq., toserve as trustee.

Knick had until April 30, 2013 for filing its audited financialstatements, its management's discussion and analysis and it's theCEO and CFO certificates relating to the audited annual financialstatements for its fiscal year ended December 31, 2012.Unfortunately, Knick did not meet this requirement and foreseethat these documents will be ready for filing by May 31st, 2013,at the latest.

Due to a lack of liquidity, Knick was in default to pay the sumowed to its auditors and consequently, the same refused to preparethe said annual financial statements.

Few days ago, Knick had closed with success a private placementwhich brings a sufficient amount to pay its auditors and permitsto establish with them a schedule for the preparation of theaudited annual financial statements.

Knick intends to satisfy the provisions of the alternativeinformation guidelines so long as it will remain in default offiling the above mentioned documents.

Knick is not subject to any insolvency proceeding.

Knick is in the development stage and is actively pursuing theexploration of its mining properties the whole since the beginningof its enterprise.

Headquartered in Val-D'Or, Quebec, Knick Exploration Inc. isfocused on identifying gold deposits in the Abitibi Gold District.The East-West gold property is located approximately 11 kilometerwest of the town of Val-d'Or.

LANDAMERICA FINANCIAL: Trustee Sues to Erase PE Firm's $10MM Claim------------------------------------------------------------------Brian Mahoney of BankruptcyLaw360 reported that bankrupt titleinsurer LandAmerica Financial Group asked a Virginia bankruptcycourt to toss a $10 million claim brought by American Capital Ltd.accusing a company subsidiary of failing to catch defects in twoapartment complexes secured by loans in a risky mortgage-backedinvestment vehicle.

According to the report, LandAmerica's trustee Bruce H. Matsonasked the court to disallow American capital's $10.2 milliondamages claims resulting from its alleged failure to properlyassess two Texas apartment complexes on behalf of Wachovia BankNA.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &Beran PLC served as counsel to the Creditors Committee of 1031Exchange. Bingham McCutchen LLP and LeClair Ryan served ascounsel to the Creditors Committee of LFG.

In its bankruptcy petition, LFG reported total assets of$3.325 billion and total debts of $2.839 billion as of Sept. 30,2008.

LandAmerica filed a Joint Plan of Liquidation on Sept. 9, 2009.The Court on Nov. 23, 2009, entered an order confirming the JointChapter 11 Plan of LFG and its Affiliated Debtors, dated Nov. 16,2009, as to all Debtors other than OneStop. The effective datewith respect to the Plan was Dec. 7, 2009. Plan trustees wereappointed for LFG and LES.

The upgrade of the Corporate Family Rating to B1 primarilyreflects Moody's expectation for continued improvement in thecompany's credit metrics. Debt to EBITDA is projected to declineto below 3.5 times and EBITA to interest expense to increases toover 3 times by the end of 2014. Libbey Glass' focus on EBITDAmargin expansion via maximizing cost reductions and operatingefficiencies while using its cash flow to strengthen its balancesheet by reducing indebtedness will be key to achieving the quotedmetrics.

Libbey Glass' B1 Corporate Family Rating incorporates thecompany's solid credit metrics and good liquidity profile.Moreover, the B1 Corporate Family Rating reflects the company'ssignificant market leading presence in the US foodservice andretail glassware industries, a revenue base that is diversifiedinternationally and by customer, its extensive distributionchannels, and its well-recognized brand names.

At the same time, the rating is constrained by the company'smodest size relative to other rated global consumer durablescompanies, narrow product focus, and the capital intensive natureof its operations. Additionally, the rating considers LibbeyGlass' sensitivity to discretionary consumer spending, especiallyon its impact in the restaurant and leisure sectors.

The stable outlook anticipates continued improvement in the creditmetrics over the next 12-18 months through a combination of marginexpansion and debt repayment as the company continues to implementits business strategy.

There is limited near term upgrade momentum given the company'ssmall scale and narrow product focus. Over time, ratings could beupgraded if the company is able to expand its revenues beyond $1billion and widen its business line diversity as well as maintainits conservative financial policies.

The ratings could be downgraded if the liquidity profiledeteriorates from current levels, debt to EBITDA is sustainedabove 4.5 times, free cash flow to debt declines below 5%, andEBITA to interest expense is maintained below 2 times.

The principal methodology used in this rating was the GlobalConsumer Durables published in October 2010. Other methodologiesused include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June2009.

LIBERTY MEDICAL: Stevens & Lee OK'd as Committee's Co-Counsel-------------------------------------------------------------The U.S. Bankruptcy Court for the District of Delaware authorizedthe Official Committee of Unsecured Creditors in the Chapter 11cases of ATLS Acquisition LLC, et al., to retain Stevens & Lee,P.C. as co-counsel.

To the best of the Committee's knowledge, Stevens & Lee representsno interest adverse to the Debtors' estate.

In a separate filing, the Court authorized the Committee to retainMesirow Financial Consulting LLC as its financial advisors.

About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led byATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less thanthree months after a management buy-out and amid a notice by thelender who financed the transaction that it's exercising an optionto acquire the business.

Liberty has been in business for 22 years serving the needs ofboth type 1 and type 2 diabetic patients. Liberty is a mail orderprovider of diabetes testing supplies. In addition to diabetestesting supplies, the Debtors also sell insulin pumps and insulinpump supplies, ostomy, catheter and CPAP supplies and operate alarge mail order pharmacy. Liberty operates in seven differentlocations and has 1,684 employees.

The Debtors have tapped Greenberg Traurig, LLP as counsel; Ernst &Young LLP to provide investment banking advice; and EpiqBankruptcy Solutions, LLC, as claims and noticing agent for theClerk of the Bankruptcy Court.

The U.S. Trustee appointed three members to the Official Committeeof Unsecured Creditors. The Committee is represented byLowenstein Sandler LLP as lead counsel, and Stevens & Lee, P.C.,as co-counsel. Mesirow Financial Consulting LLC serves as itsfinancial advisors.

In a separate filing, the Court authorized the employment CousinsChipman & Brown, LLP as conflicts counsel.

About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led byATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less thanthree months after a management buy-out and amid a notice by thelender who financed the transaction that it's exercising an optionto acquire the business.

Liberty has been in business for 22 years serving the needs ofboth type 1 and type 2 diabetic patients. Liberty is a mail orderprovider of diabetes testing supplies. In addition to diabetestesting supplies, the Debtors also sell insulin pumps and insulinpump supplies, ostomy, catheter and CPAP supplies and operate alarge mail order pharmacy. Liberty operates in seven differentlocations and has 1,684 employees.

The Debtors have tapped Greenberg Traurig, LLP as counsel; Ernst &Young LLP to provide investment banking advice; and EpiqBankruptcy Solutions, LLC, as claims and noticing agent for theClerk of the Bankruptcy Court.

The U.S. Trustee appointed three members to the Official Committeeof Unsecured Creditors. The Committee is represented byLowenstein Sandler LLP as lead counsel, and Stevens & Lee, P.C.,as co-counsel. Mesirow Financial Consulting LLC serves as itsfinancial advisors.

LYFE COMMUNICATIONS: Delays Form 10-Q for First Quarter-------------------------------------------------------Lyfe Communications, Inc., notified the U.S. Securities andExchange Commission that the filing of its quarterly report forthe period ended March 31, 2013, will be delayed. The Companysaid it is in the process of completing its financial statementreview, and believes that the subject Quarterly Report will beavailable for filing during the extension period.

LYFE Communications disclosed a net loss of $1.74 million on$531,531 of revenue for the year ended Dec. 31, 2012, as comparedwith a net loss of $3.88 million on $621,830 of revenue for theyear ended Dec. 31, 2011. The Company's balance sheet at Dec. 31,2012, showed $1.07 million in total assets, $3.30 million in totalliabilities and a $2.23 million total stockholders' deficit.

HJ & Associates, LLC, in Salt Lake City, Utah, issued a "goingconcern" qualification on the consolidated financial statementsfor the year ended Dec. 31, 2012. The independent auditors notedthat the Company has suffered losses since inception. The Companyhas not established operations with consistent revenue streams andhas a working capital deficit. These factors raise substantialdoubt about the Company's ability to continue as a going concern.

MONITOR CO: Creditors Seek to Claw Back $2MM From Landlords-----------------------------------------------------------Jamie Santo of BankruptcyLaw360 reported that Monitor Co. GroupLP's creditors committee launched a suit in Delaware bankruptcycourt Wednesday seeking to claw back $2.1 million in allegedlypreferential payments that the consulting firm made to itslandlords in the runup to its Chapter 11 filing.

Filed as an adversary proceeding, the committee's complaint seeksto recover $2.1 million in rent payments Monitor made to Two CanalPark LLC and Mid-West Portfolio Corp. in the 90-day period leadingup to its November bankruptcy, the report said.

According to the suit, the payments constitute preferentialtransfers, the report related.

As previously reported by The Troubled Company Reporter, thecommittee said it has identified about $14 million in suits thatcan be brought.

About Monitor Company

Monitor Company Group LP -- http://www.monitor.com/-- is a global consulting firm with 1,200 personnel in offices across 17countries worldwide. Founded in 1983 by six entrepreneurs, andheadquartered in Cambridge, Massachusetts, Monitor advises for-profit, sovereign, and non-profit clients on growing theirbusinesses and economies and furthering their charitable purposes.

Monitor's consolidated unaudited financial statements as ofJune 30, 2012, which include the assets and liabilities of non-Debtor foreign subsidiaries, reflected total assets of roughly$202 million (including $93 million in current assets) and totalliabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of theirbusinesses and assets to Deloitte Consulting LLP, a Delawareregistered limited liability partnership and DCSH Limited, a UKcompany limited by shares, subject to higher or otherwise betteroffers. The base purchase price set forth in the Stalking HorseAgreement is $116.2 million, plus (i) assumption of certainliabilities and (ii) certain cure costs for assumed contracts.The Stalking Horse Agreement provides for the Stalking HorseBidder to receive a combined breakup fee and expense reimbursementof $4 million.

The Debtors held an auction on Nov. 28, 2012, at the offices ofthe Sellers' counsel, Ropes & Gray LLP in New York. In mid-January 2013, Judge Sontchi allowed the Debtors to sell its assetsto Deloitte Consulting for $116.2 million.

Under the agreement, the claim will be allowed as a Class 6Dgeneral unsecured claim against MF Global FX in the amount of$8.325 million. The agreement is available for free athttp://is.gd/dlbVWN

Deutsche Bank purchased the claim from Banco Monex S.A. in July2012. Banco Monex filed the claim after MF Global FX allegedlyfailed to make necessary payments under a 2009 agreement.

About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives.MF Global provides access to more than 70 exchanges around theworld. The firm also was one of 22 primary dealers authorized totrade U.S. government securities with the Federal Reserve Bank ofNew York. MF Global's roots go back nearly 230 years to a sugarbrokerage on the banks of the Thames River in London.

On Nov. 7, 2011, the United States Trustee appointed the statutorycreditors' committee in the Debtors' cases. At the behest of theStatutory Creditor's Committee, the Court directed the U.S.Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, theBankruptcy Court entered an order approving the appointment ofLouis J. Freeh, Esq., of Freeh Group International Solutions, LLC,as Chapter 11 trustee.

The Official Committee of Unsecured Creditors has retainedCapstone Advisory Group LLC as financial advisor, while lawyers atProskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commencedliquidation proceedings against MF Global Inc. to protectcustomers. James W. Giddens was appointed as trustee pursuant tothe Securities Investor Protection Act. He is a partner at HughesHubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO ofGoldman Sachs Group Inc., stepped down as chairman and chiefexecutive officer of MF Global just days after the bankruptcyfiling.

In April 2013, the Bankruptcy Court approved MF Global Holdings'plan to liquidate its assets. Bloomberg News reported that thecourt-approved disclosure statement initially toldcreditors with $1.134 billion in unsecured claims against theparent holding company why they could expect a recovery of 13.4%to 39.1% from the plan. As a consequence of a settlement withJPMorgan, supplemental materials informed unsecured creditorstheir recovery was reduced to the range of 11.4% to 34.4%. Banklenders will have the same recovery on their $1.174 billion claimagainst the holding company. As a consequence of the settlement,the predicted recovery became 18% to 41.5% for holders of $1.19billion in unsecured claims against the finance subsidiary,one of the companies under the umbrella of the holding companytrustee. Previously, the predicted recovery was 14.7% to 34% onbank lenders' claims against the finance subsidiary.

Morgan Stanley's IDR is at its SRF and therefore based on supportfrom the U.S. authorities. The affirmation of the IDR, SupportRating and SRF reflect Fitch's unchanged view that there is anextremely high probability that Morgan Stanley would receivesupport from the authorities if required because of the bank'ssystemic importance domestically and internationally. The StableOutlook on Morgan Stanley's long-term IDR reflects Fitch's viewthat sovereign support for the bank will continue to be available.

Morgan Stanley's IDRs, Support Rating, SRF and senior debt ratingsare sensitive to a change in Fitch's assumptions about theavailability of sovereign support for the bank. There is a clearpolitical intention to ultimately reduce the implicit statesupport for systemically important banks in Europe and the U.S.,as demonstrated by a series of policy and regulatory initiativesaimed at curbing systemic risk posed by the banking industry. Thismight result in Fitch revising SRFs downward in the medium term,although the timing and degree of any change would depend ondevelopments with respect to specific jurisdictions. In thiscontext, Fitch is paying close attention to ongoing policydiscussions around support and 'bail in' for U.S. and Eurozonebanks. Until now, senior creditors in major global banks have beensupported in full, but resolution legislation is developingquickly and the implementation of creditor 'bail-in' is startingto make it look more feasible for taxpayers and creditors to sharethe burden of supporting large, complex banks.

Any downgrade of Morgan Stanley's SRF would lead to a downgrade ofthe bank's IDRs. In line with Fitch's criteria, the bank's long-term IDR is the higher of the VR and the SRF.

KEY RATING DRIVERS - VR

Morgan Stanley's VR is supported by improving operatingprofitability, a solid liquidity position, sound risk management,and higher-than-average capital position. The VR remainsconstrained by wholesale funding risks and challenging industryprospects given the impact of new regulations and continued globaleconomic uncertainty.

The VR reflects an expectation that the earnings contribution fromthe global wealth management (GWM) business will continue toincrease, based on higher ownership of Morgan Stanley Smith Barney(MSSB) and an improving operating margin. GWM is a more stablebusiness versus the institutional securities segment.

The gap in operating performance between Morgan Stanley andhigher-rated U.S. peers continues to narrow. To further improveconsolidated performance, Morgan Stanley will likely increase theoperating margin in GWM (a gradual process) and achieve additionaloperational efficiencies in both GWM and the institutionalsecurities business.

Morgan Stanley has a comparatively higher reliance on capitalmarket operations than many GTUBs reflecting its focus on theinstitutional securities business. However, if Morgan Stanleyachieves continued margin expansion in GWM and attains fullownership of MSSB, earnings will become more balanced.Nevertheless, Morgan Stanley's future earnings will not be asdiverse as large universal banks.

Morgan Stanley's capital position continues to improve and remainsa relative strength. Under Basel III, Morgan Stanley's Tier Icommon ratio was 9.7% at end-1Q'13 (above the average of the U.S.GTUBs). This higher capital is considered necessary given apotentially more volatile and concentrated business mix versusmany more diversified banks.

Morgan Stanley is primarily wholesale funded, which Fitch believesmakes it more vulnerable to funding and rollover risks than anumber of GTUB peers. To reduce wholesale funding risk, MorganStanley has reduced reliance on unsecured short-term to minimallevels with no reliance on 2a-7 funds or commercial paper. Thefirm has strong governance of secured funding, including maturitytargets and limits set for each tier of collateral. Depositfunding is increasing at the subsidiary bank, but deposits remaina relatively moderate portion of the overall funding mix.

Regulatory and legal issues appear manageable. Morgan Stanley andpeers face new capital markets regulations such as the pendingVolcker Rule and implementation of Basel III capital and liquiditystandards. Morgan Stanley is projected to meet new requirementswell within allowable time frames.

RATING SENSITIVITIES - VR

The VR factors in Fitch core capital in line with current levelsand the management of capital comfortably above Basel III capitalminimums. The VR could be positively affected if Morgan Stanleyfurther improves operating performance and diversifies theearnings mix, while maintaining prudent levels of liquidity andcapital. Reductions in economic, financial and regulatoryuncertainties would be contributing factors towards any upwardmomentum.

Downward pressure on the VR would result from a material loss,reduction in capital ratios and/or significant deterioration inliquidity levels. Likewise, any unforeseen outsized fines,settlements or other charges could also have adverse ratingimplications.

Subordinated debt and other hybrid capital issued by MorganStanley and by various issuing vehicles are all notched down fromMorgan Stanley's VR in accordance with Fitch's assessment of eachinstrument's respective nonperformance and relative Loss Severityrisk profiles. Their ratings are primarily sensitive to any changein the VRs of Morgan Stanley.

RATING DRIVERS & SENSITIVITIES - HOLDING COMPANY

Morgan Stanley's IDRs are equalized with those of its operatingcompanies and banks, reflecting its role as the bank holdingcompany, which is mandated in the U.S. to act as a source ofstrength for its bank subsidiaries, as well as the use of theholding company to fund subsidiary operations.

Morgan Stanley is a leading global bank with three businesssegments: institutional securities, global wealth management, andasset management. In September 2008, Morgan Stanley converted to abank holding company (BHC) regulated by the Federal Reserve.Morgan Stanley is currently the sixth largest bank by assets inthe U.S. and designated as a G-SIFI by the Financial StabilityBoard.

MUD KING: Files Schedules of Assets and Liabilities---------------------------------------------------Mud King Products, Inc., filed with the U.S. Bankruptcy Court forthe Southern District of Texas its schedules of assets andliabilities, disclosing:

Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.Tex. Case No. 13-32101) on April 5, 2013. The petition was signedby Erich Mundinger as vice president. The Debtor estimated assetsof at least $10 million and debts of at least $1 million. HooverSlovacek, LLP, serves as the Debtor's counsel. Judge Karen K.Brown presides over the case.

MUD KING: Taps Muskat Martinez as Special Litigation Counsel------------------------------------------------------------Mud King Products, Inc., asks the U.S. Bankruptcy Court for theSouthern District of Texas for permission to employ Suzanne LehmanJohnson of Muskat, Martinez & Mahony LLP as special litigationcounsel.

The Debtor relates that the firm represented it in litigation formisappropriation of trade secret and related actions which wasinitiated in Harris County District Court. The Debtor has deniedthe allegations in the litigation and it remains pending, but theclaims against the Debtor have been stayed due to the bankruptcyfiling.

The firm will, among other things:

a) represent the Debtor in the case styled National Oilwell Varco v. Mud King Products, L.L.C. et al., pending in the U.S. District Court for the Southern District of Texas;

b) defend the Debtor in the litigation and assist, advise, investigate, file and prosecute counter claims of the Debtor related to the litigation;

c) assist with the estimation and litigation of the National Oilwell Varco's claim in the main bankruptcy case.

To the best of the Debtor's knowledge, the firm does not representany interest adverse to the Debtor or its estate with respect tothe matters on which counsel will be employed.

About Mud King

Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.Tex. Case No. 13-32101) on April 5, 2013. The petition was signedby Erich Mundinger as vice president. The Debtor estimated assetsof at least $10 million and debts of at least $1 million. HooverSlovacek, LLP, serves as the Debtor's counsel. Judge Karen K.Brown presides over the case.

MURRAY ENERGY: Moody's Retains B3 CFR on Revised Refinancing Deal-----------------------------------------------------------------Murray Energy Corporation's revised transaction structure iscredit positive, but at this point does not impact the company'sratings or outlook.

Murray Energy Corporation is a privately-owned coal mining companyfounded by its current chief executive officer, Robert E. Murray,in 1988. Headquartered in St. Clairsville, Ohio, the companygenerated revenue of approximately $1.3 billion in 2012.

On May 8, 2013, Moody's affirmed Murray Energy's B3 CorporateFamily Rating following the announcement of a proposed refinancingtransaction. Moody's assigned a Ba3 rating to a proposed seniorsecured term loan and Caa1 rating to the proposed senior securednotes. The rating outlook is stable.

NEIL'S MAZEL: Court Won't Reopen Bankruptcy Case for 2nd Time-------------------------------------------------------------Western Mohegan Tribe and Nation of New York failed to convince aNew York bankruptcy judge to reopen the closed bankruptcy case ofNeil's Mazel, Inc. in a May 14, 2013 Memorandum Decision and Orderavailable at http://is.gd/KdRGx3from Leagle.com.

Western Mohegan, a group of individuals purporting to be an Indiantribe, filed a second motion to reopen the Neil's Maze case forthe purpose of holding certain parties in contempt and obtainingvarious other forms of relief. In addition, the Second Motionseeks (i) an order reversing the denial of the First Motion toReopen, and (ii) a declaration that Western Mohegan is a sovereignIndian tribe.

At the heart of the controversy is a real property located at ornear 10 Tamarack Road, Greenfield Park, in New York. In 2000,Neil's Maze and the County of Ulster of the State of New York wereengaged in adversarial litigation over the Property, arising outof Ulster County's prior foreclosure of a tax lien. Ultimately,the parties decided to sell their interests in the Property toWestern Mohegan.

On Nov. 13, 2000, Neil's Maze filed a bankruptcy petition underChapter 11 (Case No. 00-22010-dte, Bankr. E.D.N.Y.) for theprimary purpose of selling the Property to Western Mohegan for$1.85 million. About $950,000 of the sale amount would go to theDebtor and the rest to Ulster County. Kera & Graubard served asthe Debtor's bankruptcy counsel. Ofer Bachar was president of theDebtor. Judge Duberstein approved the sale motion in March 2001.The bankruptcy case was closed on Jan. 18, 2006.

On May 30, 2006, the case was reopened and reassigned to JudgeDorothy T. Eisenberg. The case was closed again on March 20,2008.

Around June 2001, Western got into an agreement with BGA LLC whereBGA served as financier for the purchase of the Property. The lawfirm now known as Nachamie, Spizz, Cohen & Serchuk, P.C., andBarton Nachamie, Esq., assisted Western in negotiating the dealwith BGA.

However, before the closing of the sale, an amended agreement withthe Debtor was hatched so that the parties agree to twoinstallment payments of the $950,000 owed to the Debtor. Pursuantto the Amended Agreement and as security for Western's paymentobligation, Western Mohegan chief Ronald Roberts executed apromissory note and a confession of judgment in favor of theDebtor. The Note was guaranteed by Bernard Hujda, a member ofBGA.

Subsequently, Mr. Hujda ended up furnishing most of the money needfor the Second Installment due in October 2011. As security ofthis payment, the Debtor assigned the Confession of Judgment toMr. Hujda.

Around January 20, 2010, the Nachamie Firm sought to withdraw ascounsel for Western and BGA LLC in connection with the 2008litigation against Ulster County, citing $127,000 in unpaid legalfees. To prevent withdrawal of the Nachamie Firm, on February 2,2010, BGA (through one of its managing members, Mr. BernieWiczer), Mr. Hujda (on his own behalf), and the Nachamie Firmentered into a fee agreement whereby Mr. Hujda would assign theConfession of Judgment to the Nachamie Firm for the purpose ofsecuring payment of the Nachamie Firm's legal fees. The partiesapparently contemplated that, if the fees were unpaid, then theNachamie Firm could execute upon the Confession of Judgment andthereby foreclose on the Property. The net proceeds of sale wouldfirst go to paying the Nachamie Firm's fees, after which theywould be distributed to other interested parties as appropriate.

In October 2010, the Nachamie Firm began attempting to forecloseon the Property, as contemplated in the Fee Agreement.

Western subsequently filed two bankruptcy petitions in efforts tostay the foreclosure sale of the Property -- the first in March2012 in an Illinois bankruptcy court and the second in August 2012in a New York bankruptcy court. Both petitions have beendismissed.

Western's First Motion to Re-open sought relief, which include (1)holding certain parties -- including Mr. Nachamie, Mr. Hujda, theDebtor, Mr. Bachar, Kera, Ingber, and others -- in contempt fortheir roles in the creation and assignment of the Confession ofJudgment; (2) obtaining an Order both extinguishing anyencumbrances on the Property arising before October 16, 2001 andenjoining the Foreclosure Sale; (3) compelling certain discovery;(4) a finding of malpractice, fraud, and related wrongs againstMr. Nachamie and the Nachamie Firm.

In her May 14 decision, Judge Eisenberg said, "The disputes at theheart of Western's various motions are almost entirely betweenWestern and other entities, none of whom is a debtor in any openbankruptcy case. The Debtor's peripheral involvement here isalmost an afterthought; much of the force of Western's argumentsis directed against Messrs. Nachamie, Wiczer, and Hujda, all non-debtors. The Property left the estate on October 16, 2001, overeleven years predating this Memorandum. Furthermore, this case isclosed, meaning that the estate herein has already been fullyadministered. See 11 U.S.C. Sec. 350(a). Thus, whether or notWestern obtains any of the various forms of relief that it isseeking, the result cannot possibly have any effect on any estatebeing administered in bankruptcy."

Judge Eisenberg adds that the Bankruptcy Court lacks the subject-matter jurisdiction to grant Western federal acknowledgment as anIndian tribe. "The issue raised is simply not 'related to' anypending bankruptcy case, nor is Western a debtor in any pendingbankruptcy."

Accordingly, the Second Motion to Reopen is denied in allrespects, the judge ruled.

NEPHROS INC: Stockholders Elect Two Directors to Board------------------------------------------------------The 2013 annual meeting of stockholders for Nephros, Inc., washeld on May 13, 2013. At the meeting, the Company's stockholderselected John C. Houghton and Paul A. Mieyal to the Company's Boardof Directors for a term expiring at the annual meeting ofstockholders in 2016. The Company's stockholders also ratifiedthe appointment of Rothstein Kass as the Company's independentregistered public accounting firm for the fiscal year endingDec. 31, 2013. The stockholders approved the increase in thenumber of shares authorized for issuance under the Nephros, Inc.2004 Stock Incentive Plan by 2,509,283 shares.

In addition, the Company's stockholders approved the compensationof the Company's named executive officers and approved a proposalto hold a non-binding advisory vote on the Company?s executivecompensation once every two years.

Separately, the Company registered with the Securities andExchange Commission 2,509,283 shares of common stock issuableunder the Company's 2004 Stock Incentive Plan. The proposedmaximum aggregate offering price is $1.73 million. A copy of theForm S-8 is available for free at http://is.gd/oLgrhQ

About Nephros

River Edge, N.J.-based Nephros, Inc., is a commercial stagemedical device company that develops and sells high performanceliquid purification filters. Its filters, which it callsultrafilters, are primarily used in dialysis centers andhealthcare facilities for the production of ultrapure water andbicarbonate.

Rothstein Kass, in Roseland, New Jersey, expressed substantialdoubt about Nephros, Inc.'s ability to continue as a goingconcern, following its audit of the Company's financial statementsfor the year ended Dec. 31, 2012. The independent auditors notedthat the Company has incurred negative cash flow from operationsand net losses since inception.

The Company's balance sheet at March 31, 2013, showed $2.7 millionin total assets, $4.4 million in total liabilities, and ashareholders' deficit of $1.7 million.

NEWLAND INTERNATIONAL: Explains Filing of Confidential Docs-----------------------------------------------------------BankruptcyData reported Newland International Properties filedwith the U.S. Bankruptcy Court a statement regarding the U.S.Trustee's objection to the Debtors' motion to file under sealconfidential Plan support documents.

The Debtors explain, "As we explained to the Court and the UnitedStates Trustee, at the time of filing the Motion, the Debtor andTrump Parties were still in the process of documenting the termsof the concessionary amendments that are part of the ConfidentialDocuments that would be provided in connection with the Plan.Indeed, the documentation of these concessionary amendments isstill ongoing at the time of this reply. As promised, however, theDebtor intends to provide to the Court copies of the ConfidentialDocuments as soon as possible and in advance of the hearing on theMotion. Accordingly, the Court will have the opportunity to reviewthe Confidential Documents and confirm that they not only containconfidential commercial information, but that ConfidentialDocuments themselves are confidential commercial information and,therefore, should be sealed by the Court," the BData reportrelated, citing court documents.

The steering group of prepetition noteholders filed a joinder tothe Debtors' motion to seal, stating, "The Trump Parties'agreements, including the Confidential Documents, are crucial for,and critical to, the Debtor's restructuring, and, without them,the restructuring as contemplated cannot succeed. The TrumpParties' confidentiality requirements existed with respect to theagreements even before the filing of the Debtor's chapter 11 case,and, as part of their agreeing to the restructuring, the TrumpParties required that those agreements, which are now beingamended as part of the Debtor's restructuring, continue to be keptconfidential to protect the confidential commercial informationcontained therein," the BData report further related.

About ACGM

Founded in 1991, ACGM, Inc. -- http://www.acgm.com-- is a boutique investment banking firm specializing in global specialsituations advisory and investment banking transactions forfinancial and corporate issuers in the US, Europe, LATAM and theMiddle East, closely integrated with a fixed income sales andtrading capability.

About Newland International

Newland International Properties Corp., a unit of Panama-basedOcean Point Development Corp. that developed luxury hotel andcondominium known as the "Trump Ocean Club International Hotel &Tower," located in Panama City, Panama, has sought Chapter 11protection in New York with a bankruptcy exit plan that wouldfurther restructure $220 million secured notes used to finance theproject.

Newland, which filed the bankruptcy petition (Bankr. S.D.N.Y. CaseNo. 13-11396) in Manhattan on April 30, 2012, said the Trump OceanClub is a multi-use 69-floor luxury tower overlooking the PacificOcean, with luxury condominium residences, a world-class hotelcondominium, a limited number of offices and premier leisureamenities. The Trump Ocean Club is located on the Punta PacificaPeninsula -- one of the most exclusive neighborhoods in PanamaCity.

NORTEL NETWORKS: Objects to UK Pension Trust's Claims-----------------------------------------------------BankruptcyData reported that Nortel Networks and its officialcommittee of unsecured creditors filed with the U.S. BankruptcyCourt a joint objection to the proofs of claim filed by the NortelNetworks UK Pension Trust Limited.

Nortel and its committee assert, "Nearly five years after variousof Nortel's worldwide affiliates commenced creditor protectionproceedings, the EMEA Debtors...and their private creditorscontinue to pursue nearly identical claims against the Debtors inan unjustifiable attempt to disregard corporate formalities andexport into this chapter 11 case the responsibility for theirforeign claims in order to improve recoveries of a very specificsubgroup of European creditors," the BData report said, citingcourt documents.

About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation andits various affiliated entities provided next-generationtechnologies, for both service provider and enterprise networks,support multimedia and business-critical applications. Nortel didbusiness in more than 150 countries around the world. NortelNetworks Limited was the principal direct operating subsidiary ofNortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parentNortel Networks Corporation, NNI's direct corporate parent NortelNetworks Limited and certain of their Canadian affiliatescommenced a proceeding with the Ontario Superior Court of Justiceunder the Companies' Creditors Arrangement Act (Canada) seekingrelief from their creditors. Ernst & Young was appointed to serveas monitor and foreign representative of the Canadian NortelGroup. That same day, the Monitor sought recognition of the CCAAProceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entitiesfiled voluntary petitions for relief under Chapter 11 of the U.S.Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 ofNNI's European affiliates into administration under the control ofindividuals from Ernst & Young LLP. Other Nortel affiliates havecommenced and in the future may commence additional creditorprotection, insolvency and dissolution proceedings around theworld.

On May 28, 2009, at the request of administrators, the CommercialCourt of Versailles, France, ordered the commencement of secondaryproceedings in respect of Nortel Networks S.A. On June 8, 2009,Nortel Networks UK Limited filed petitions in U.S. BankruptcyCourt for recognition of the English Proceedings as foreign mainproceedings under Chapter 15.

An Official Committee of Retired Employees and the OfficialCommittee of Long-Term Disability Participants tapped Alvarez &Marsal Healthcare Industry Group as financial advisor. TheRetiree Committee is represented by McCarter & English LLP asDelaware counsel, and Togut Segal & Segal serves as the RetireeCommittee. The Committee retained Alvarez & Marsal HealthcareIndustry Group as financial advisor, and Kurtzman CarsonConsultants LLC as its communications agent.

Several entities, particularly, Nortel Government SolutionsIncorporated and Nortel Networks (CALA) Inc., have materialoperations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidatedassets of $11.6 billion and consolidated liabilities of $11.8billion. The Nortel Companies' U.S. businesses are primarilyconducted through Nortel Networks Inc., which is the parent ofmajority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNIhad assets of about $9 billion and liabilities of $3.2 billion,which do not include NNI's guarantee of some or all of the NortelCompanies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,Nortel has sold its business units and other assets to variouspurchasers. Nortel has collected roughly $9 billion fordistribution to creditors. Of the total, $4.5 billion came fromthe sale of Nortel's patent portfolio to Rockstar Bidco, aconsortium consisting of Apple Inc., EMC Corporation,Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research InMotion Limited, and Sony Corporation. The consortium defeated a$900 million stalking horse bid by Google Inc. at an auction. Thedeal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.Bankruptcy Court. The Plan generally provides for full payment onsecured claims with other distributions going in accordance withthe priorities in bankruptcy law.

ODYSSEY PICTURES: Delays Form 10-Q for First Quarter----------------------------------------------------Odyssey Pictures Corporation said it has not been able to compileall of the requisite formatted financial data and narrativeinformation necessary for it to have sufficient time to completeits quarterly report on Form 10-Q for the interim period endedMarch 31, 2013, without unreasonable effort or expense. The Form10-Q will be filed as soon as reasonably practicable and in noevent later than May 20, 2013.

About Odyssey

Plano, Tex.-based Odyssey Pictures Corp., during the nine monthsended March 31, 2012, realized revenues from the sale of brandingand image design products and media placement services. TheCompany's ongoing operations have consisted of the sale of thesebranding and image design products, increasing media inventory,productions in progress and development of IPTV Technology andrelated services.

The Company reported net income to the Company of $34,775 for theyear ended June 30, 2012, compared with net income to the Companyof $60,400 during the prior fiscal year.

Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, issued a"going concern" qualification on the consolidated financialstatements for the year ended June 30, 2012. The independentauditors noted that the Company may not have adequate readilyavailable resources to fund operations through June 30, 2013,which raises substantial doubt about the Company's ability tocontinue as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed$1.45 million in total assets, $4.02 million in total liabilities,and a $2.56 million total stockholders' deficiency.

Mr. Baker filed the amended claim on Oct. 12, 2012, asserting$43,696 from the Debtor for postpetition rent payments and latecharges accured from January 2010 through February 2011 for thelease of property for the operation of a transmission tower forradio broadcasting purposes.

The lease agreement was formerly between Kani Communications, Inc.and Hilo Broadcasting, LLC. Mr. Baker is the president and CEO ofKani. The Debtor agreed to assume and fulfill obligations underthe Lease when it acquired the assets of radio station KHBC,including the Tower, from Hilo in 2007.

The Debtor filed a Chapter 11 petition on January 7, 2010. Thecase was converted to a Chapter 7 case on February 9, 2011. GaryL. Raindon was named as Chapter 7 trustee. Brett Cahoon, Esq. --brc@racinelaw.net -- at RACINE OLSON NYE BUDGE & BAILEY, inPocatello, Idaho, serves as counsel to the trustee.

The Trustee objected to the Baker Claim.

Trustee's objection to Kani's POC will be sustained, and the claimwill be disallowed.

Judge Pappas said, "Absent proof to the contrary, Kani, not Baker,is the creditor, and Baker could not respond on Kani's behalf toTrustee's objection to the POC. As a result, Trustee's objectionto the claim may be sustained by default. Second, because Hilowas expressly prohibited from assigning the lease, and Kani didnot consent to any assignment to Debtor, no privity of contractexists between Kani and Debtor sufficient to obligate Debtor forlease payments. Finally, even assuming Kani could assert a claimunder the Lease Agreement, any claims for postpetition rent andlate charges is improper absent assumption of the lease during thebankruptcy case."

Accordingly, the judge sustained the Trustee's objection anddisallowed the Claim.

A copy of Judge Pappas' May 13, 2013 Memorandum of Decision isavailable at http://is.gd/vOSxlefrom Leagle.com.

PEAK POSITIONING: Delays Filing of 2012 Disclosure Documents------------------------------------------------------------Peak Positioning Technologies Inc. on May 16 issued an update onthe situation in compliance with article 4.4 of Policy Statement12-203 Respecting Cease Trade Orders For Continuous DisclosureDefaults. On April 26, 2013 the Company announced that it wouldnot be able to file its audited financial statements, managementdiscussion and analysis, and officer certificates for the fiscalperiod ended December 31, 2012 within the deadline required bysections 4 and 5 of Regulation 51-102 Respecting ContinuousDisclosure Obligations.

Due to the delay in filing its 2012 Annual Disclosure Documents,the Autorite des marches financiers, the Company's principalregulator, imposed on May 1, 2013, a cease trade order limited tomanagement, which effectively prohibits the trading, whetherdirectly or indirectly, of the Company's securities by theCompany's managers or directors. The cease trade order limited tomanagement does not prohibit the trading of the Company'ssecurities by persons who are not managers or directors of theCompany.

Since the date of the imposed cease trade order limited tomanagement, the Company has obtained the missing information toallow for the analysis of intangible assets and short-termroyalties receivable on the Company's balance sheet. TheCompany's auditors are now working to complete their audit andproduce the financial statements for approval by Peak's auditcommittee and board of directors. The Company's 2012 auditedfinancial statements and management discussion and analysis willbe filed by May 31, 2013 at the latest.

The Company intends to comply with the alternative informationguidelines as prescribed by PS 12-203 by issuing bi-weekly newsrelease updates on the situation, which will be filed on SEDAR,until the 2012 Annual Disclosure Documents are filed. Moreover,all other pertinent information regarding the Company and itsoperations has been publicly disclosed.

About Peak Positioning Technologies Inc.

Peak Positioning Technologies Inc. --http://www.peakpositioning.com-- is a Canadian software developer for smartphones and other mobile computing devices, conductingbusiness primarily in China and North America. In associationwith its partner, LongKey-Hong Kong Ltd, the company has developeda suite of applications for mobile devices that includes: cloud-based calendar, e-mail and contacts synchronization, automateddevice configuration, and HomeWavea mobility security. WhileLongKey markets the applications in China through its partnershipswith major Chinese telecommunication companies and banks, Peakplans to similarly market the applications for its own account inNorth America.

PERFORMANCE TRANSPORTATION: June 19 Hearing in Suit v. Ford-----------------------------------------------------------Bankruptcy Judge Michael J. Kaplan has denied, without prejudice,Ford Motor Company's motion for summary judgment in two lawsuitsfiled against it by Mark S. Wallach, Esq., Chapter 7 Trustee ofPerformance Transportation Services, Inc., et al. Judge Kaplansaid in a ruling April 12 that the two adversary proceedings arerestored to the Calendar Call on June 19, 2013 at 11:30 a.m. forfurther scheduling.

Based in Wayne, Michigan, Performance Transportation Services,Inc. provided new and use vehicle delivery services in the UnitedStates. Performance Transportation has facilities in the UnitedStates and Canada.

The Company and its debtor-affiliates filed for Chapter 11bankruptcy (Bankr. W.D.N.Y. Case No. 07-04746 thru 07-04760) onNov. 19, 2007. When the Debtors filed for protection from theircreditors, they estimated more than $100 million each in assetsand debts.

The Court converted the Debtors' Chapter 11 cases to cases underChapter 7 of the Bankruptcy Code, effective as of July 14, 2008.Mark S. Wallach was appointed as trustee. Lawyers at Bond,Schoeneck & King, PLLC, Jones Day, and Hodgson Russ LLP, representthe Debtors as counsel.

The Debtors first filed for Chapter 11 on Jan. 25, 2006, and theconsolidated plan was confirmed on Dec. 21, 2006.

PHYSICAL PROPERTY: Incurs HK$137,000 Net Loss in First Quarter--------------------------------------------------------------Physical Property Holdings Inc. filed with the U.S. Securities andExchange Commission its quarterly report on Form 10-Q disclosinga net loss and total comprehensive loss of HK$137,000 onHK$228,000 of total operating revenues for the three months endedMarch 31, 2013, as compared with a net loss and totalcomprehensive loss of HK$97,000 on HK$231,000 of total operatingrevenues for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed HK$9.93million in total assets, HK$11.59 million in total liabilities,all current, and a HK$1.66 million total stockholders' deficit.

Located in Hong Kong, Physical Property Holdings Inc., through itswholly-owned subsidiary, Good Partner Limited, owns fiveresidential apartments located in Hong Kong. The Company wasincorporated in the State of Delaware.

Physical Property disclosed a net loss and comprehensive loss ofHK$514,000 on HK$841,000 of rental income for the year ended Dec.31, 2012, as compared with a net loss and comprehensive loss ofHK$524,000 on HK$835,000 of rental income in 2011.

Mazars CPA Limited, in Hong Kong, issued a "going concern"qualification on the consolidated financial statements for theyear ended Dec. 31, 2012, citing negative working capital as ofDec. 31, 2012, and loss for the year then ended, which raisedsubstantial doubt about its ability to continue as a goingconcern.

PLAINS END: Fitch Affirms BB Rating on $117.7MM Sr. Secured Bonds-----------------------------------------------------------------Fitch Ratings has affirmed the 'BB' rating on Plains EndFinancing, LLC's $117.7 million senior secured bonds (seniorbonds), and 'B+' rating on the $20.3 million subordinated securednotes (sub notes). The affirmation and maintained Stable Outlookreflects the continued operating stability and stabilization ofoperating costs at the current level.

KEY RATING DRIVERS

-- Tolling-Style Contracted Revenues: The project benefits from stable and predictable revenues under two 20-year fixed-price power purchase agreements (PPAs) with a strong utility counterparty, Public Service Company of Colorado (PSCo, rated `BBB+' with a Positive Outlook by Fitch). Under the tolling-style agreements, the project receives substantial capacity payments that account for 82% of consolidated revenues and pass through all variable fuel expenses to PSCo.

-- Operational Stability Mitigates Cost Increases: The project was designed to provide backup generation for nearby wind projects due to the intermittency of wind resource. The project faces accelerated major maintenance when the volatility in wind causes the project to be dispatched at a rate higher than anticipated. Dispatch has decreased from the 2008 high; however, the project is still susceptible to decreased cash flow from accelerated major maintenance. This risk is partially mitigated by strong availability and a stabilization of the cost profile including property taxes. A recent sale of the projects is not expected to heighten operating risks.

-- Refinance Risk Poses Threat: The 'B+' rating on the subordinate notes reflects the potential for refinance risk in 2023 if the project is unable to meet target amortization amounts. Under the Fitch rating case, which demonstrates the effect of reduced cash flow to the subordinate tranche, there is still sufficient cushion to repay the sub notes by 2023. If the project is only able to meet the minimum amortization payments, however, there would be a balloon in 2023 for the outstanding amount. The project is current on all target amortization.

-- Debt Service Profile Remains Consistent: Actual 2012 and budgeted 2013 DSCR for both the senior and subordinated debt represent an increase from historical performance, but fall in line with the current projections, especially under Fitch's rating case which incorporates increased dispatch to accelerate costs as well as a 5% increase to operating costs and a 10% increase to major maintenance. Under this scenario, the average DSCR is 1.39x with a minimum of 1.26x at the senior level and 1.11x and 1.03x at the sub note level.

RATING SENSITIVTIES

-- Further cost savings improvement above the projected level could result in an upgrade;-- Sustained increased dispatch would accelerate major maintenance and negatively impact cash flow.

SECURITYPlains End's obligations are jointly and severally guaranteed byoperating plants Plains End LLC (PEI) and Plains End II LLC(PEII). The obligations of the issuer and guarantors are securedby a first-priority perfected security interest in favor of thecollateral agent. The collateral includes all real and personalproperty, all project documents and material agreements, all cashand accounts, and all ownership interests in the issuer andguarantors. The collateral will be applied first to the seniorsecured bonds and then to the subordinated secured notes.

Operationally, the project has continued to maintain highavailability with an average of 99.5% across PEI and PEII in 2012.During 2012, there was decreased dispatch at both of the projects,resulting in an overall capacity factor of 4.8% compared to budgetof 9.7%. The decreased dispatch was related to a mild winter inColorado combined with increased usage of a utility-owned hydropumped storage facility for peak energy. Decreased dispatch isbeneficial to the project as the majority of revenues are derivedfrom capacity payments, while increased dispatch reduces cash flowthrough accelerated major maintenance and increased operatingexpenses.

The project has historically faced challenges regarding increasedproperty taxes which had a material impact on the cash flowprofile. Former owner EIF appealed the property taxes paid and aresolution was reached, which helps to stabilize projectedproperty taxes going forward. Fitch notes that the projects remainexposed to future changes in tax treatment.

Plains End is indirectly owned by Tyr Energy (50%), John Hancock(35%) and Prudential (15%) following the May 2013 sale. Plains Endwas formed solely to own and develop two gas-fired peakingprojects, PEI and PEII, located in Arvada, Jefferson County,Colorado. The plants are peaking facilities used primarily as aback-up for wind generation, as well as other generation sources,in Colorado with a combined capacity of 228.6 MW. Combined cashflows from both plants service the obligations under the two bondissues.

PEI and PEII have long-term PPAs structured as tolling contractswith PSCo that expire in 2028. Under the PPAs, PSCo has a right toall of the capacity, energy and dispatch of the facilities. PEIand PEII receive capacity payments and variable energy paymentsthat generally reimburse their variable operating expenses.

PLAZA VILLAGE: June 17 Hearing on Motions to Dismiss Case---------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of Californiawill convene a hearing on June 17, 2013, at 2 p.m., to considermotions to dismiss the Chapter 11 case of Plaza Village SeniorLiving, LLC.

The Debtor sought dismissal of the case because it has been ableto resolve the financial difficulty outside of the BankruptcyCourt and it has the support of the creditors for dismissal.

On March 27, the bankruptcy case was transferred to the calendarof Bankruptcy Judge Peter W. Bowie for all further matters andhearing.

Tiffany L. Carroll, Acting U.S. Trustee for Region 15, was unableto appoint an official committee of unsecured creditors.

POST HOLDINGS: Moody's Warns of Possible Downgrade for 'Ba3' CFR----------------------------------------------------------------Moody's Investors Service commented that Post Holdings Inc.'s Ba3Corporate Family Rating has come under pressure because it hasturned to acquisitions before it has stabilized its core ready-to-eat cereal business. Moody's warned that the company could suffera downgrade if the strategy shift causes leverage to go higher.The ratings outlook is currently negative.

"While the two recently announced acquisitions in natural andorganic foods will strengthened Post's business mix towards fastergrowing categories, they also add financial and operational riskat a time when the company is still struggling to stabilize theoperating performance of its core cereal business, " commentedBrian Weddington, a Moody's Senior Credit Officer.

On May 9, 2013 Post announced that it had agreed to acquire thebranded and private label cereal, granola and snacks business ofHearthside Foods Solutions for $158 million or approximately 9times EBITDA. This acquisition follows a smaller $9.2 millionacquisition of Attune Foods in December 2012 that established forPost a branded platform of non-GMO and organic cereals. The twoacquisitions will be operated as separate business unit fromPost's core ready-to-eat cereal business.

Post Holdings, Inc. based in St. Louis Missouri, is a leadingmanufacturer of branded ready-to-eat cereals that are sold in theUnited States and Canada. Post is the third largest seller of RTEcereals in the U.S. behind Kellogg and General Mills with anapproximate 10.5% market share. The company's brands include HoneyBunches of Oats, Pebbles, Great Grains, Grape-Nuts, ShreddedWheat, Raisin Bran, Golden Crisp, Alpha Bits, and Honeycomb. Forthe last twelve months ended March 2013, Post generated sales of$975 million.

POWERWAVE TECHNOLOGIES: Creditors Say Sale Leaves Nothing---------------------------------------------------------Matt Chiappardi of BankruptcyLaw360 reported that a federal judgein Delaware approved the sale of bankrupt Powerwave TechnologiesInc.'s inventory to a consortium of auction firms for $6.6million, but held off deciding whether to OK the contested sale ofthe company's intellectual property to its senior secured lenderduring the Chapter 11 auction.

According to the report, U.S. Bankruptcy Judge Mary F. Walrathsaid she needed to see the 600-page bid for the California-basedwireless network maker's portfolio of intellectual property,including nearly 800 U.S. and foreign patents, in order to approvethe sale.

Powerwave Technologies, headquartered in Santa Ana, Cal., is aglobal supplier of end-to-end wireless solutions for wirelesscommunications networks. The Company has historically sold themajority of its product solutions to the commercial wirelessinfrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45million in total assets, $396.05 million in total liabilities anda $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, theDebtor owes $150 million in principal under 3.875% convertiblesubordinated notes and $106 million in principal under 2.5%convertible senior subordinated notes where Deutsche Bank TrustCompany Americas is the indenture trustee. In addition, as of thePetition Date, the Debtor estimates that between $15 and $25million is outstanding to its vendors.

The Official Committee of Unsecured Creditors has retained SidleyAustin LLP; Young Conaway Stargatt & Taylor LLP; and Zolfo Cooper,LLC.

POWERWAVE TECHNOLOGIES: Sale OK'd After Creditors Strike Deal-------------------------------------------------------------Matt Chiappardi of BankruptcyLaw360 reported that a fight betweenthe creditors committee and the senior secured lender in thePowerwave Technologies bankruptcy case over a disappointing $17million bid for the company was resolved Thursday when the twosides came to a last-minute settlement that will allow the Chapter11 sale to go forward but still provide a small return forunsecured creditors.

According to the report, the agreement, approved by U.S.Bankruptcy Judge Mary F. Walrath, will see the committee withdrawits objection to the sale, while getting a $150,000 disbursementfrom a senior lender.

Powerwave Technologies, headquartered in Santa Ana, Cal., is aglobal supplier of end-to-end wireless solutions for wirelesscommunications networks. The Company has historically sold themajority of its product solutions to the commercial wirelessinfrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45million in total assets, $396.05 million in total liabilities anda $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, theDebtor owes $150 million in principal under 3.875% convertiblesubordinated notes and $106 million in principal under 2.5%convertible senior subordinated notes where Deutsche Bank TrustCompany Americas is the indenture trustee. In addition, as of thePetition Date, the Debtor estimates that between $15 and $25million is outstanding to its vendors.

The plaintiffs are Pamela Lewis, individually and as personalrepresentative of the estate of Steven Edward Lewis, deceased, andKeith Whitehead and John Wroblewski as co-personal representativesof the estate of Philip Charles Gray, deceased. The decedents,British subjects and residents of the United Kingdom, were killedin a helicopter crash on September 22, 2009, near Blackpool inLancashire, England. All of the defendants allegedly played somerole in either the design, manufacture, assembly or sale in theUnited States of the helicopter or its parts. The complaintcontains claims for damages on theories of product liability,negligence, breach of warranty, and concert of action.

The lawsuit was originally commenced in the Court of Common Pleasof Philadelphia County, and was later removed to the U.S. DistrictCourt for the Eastern District of Pennsylvania.

The Precision defendants allegedly manufactured the fuel injectorservo in the helicopter that crashed. Plaintiffs aver that thiscomponent caused or contributed to the loss of power that resultedin the crash.

Subsequently, Plaintiffs reached an agreement with the Precisiondefendants to dismiss them voluntarily from the case, and inreturn, the Precision defendants would withdraw their objectionsto the inspection of the aircraft wreckage.

In his May 1 decision, Judge Bartle disagreed with the remainingdefendants that they would be substantially prejudiced by adismissal of the Precision defendants. The judge noted that thePlaintiffs are not settling with the Precision defendants for anysum of money but rather are dismissing those defendants entirelyfrom the action. "Accordingly, this situation is the same as ifthe plaintiffs had chosen not to sue the Precision defendantsoriginally -- a decision which they would have been free to make."

The judge added the non-Precision defendants may seek discoveryfrom the Precision defendants if they are dismissed from theaction through Rule 45 of the Federal Rules of Civil Procedure.

PURADYN FILTER: Incurs $416,600 Net Loss in First Quarter---------------------------------------------------------Puradyn Filter Technologies Incorporated filed with the U.S.Securities and Exchange Commission its quarterly report on Form10-Q disclosing a net loss of $416,685 on $574,488 of net salesfor the three months ended March 31, 2013, as compared with a netloss of $231,979 on $751,502 of net sales for the same periodduring the prior year.

The Company's balance sheet at March 31, 2013, showed $1.48million in total assets, $10.93 million in total liabilities and a$9.45 million total stockholders' deficit.

Puradyn Filter reported a net loss of $2.22 million on $2.57million of net sales for the year ended Dec. 31, 2012, as comparedwith a net loss of $1.61 million on $2.67 million of net salesduring the prior year.

Liggett, Vogt & Webb, P.A., in Boynton Beach, Florida, issued a"going concern" qualification on the consolidated financialstatements for the year ended Dec. 31, 2012. The independentauditors noted that the Company has suffered recurring losses fromoperations, its total liabilities exceed its total assets, and ithas relied on cash inflows from an institutional investor andcurrent stockholder. These conditions raise substantial doubtabout the Company's ability to continue as a going concern.

REVEL AC: New Jersey Casino Regulators Approve Recovery Plan------------------------------------------------------------Wayne Parry, writing for The Associated Press, reported that Revelwas given a second chance from New Jersey casino regulators, andnow it's seeking the same thing from customers.

According to the AP report, in winning a reprieve, the bankruptcasino acknowledged several big mistakes, including preventing itsguests from smoking; not paying enough attention to slots players;and booking too many hip acts at the expense of other forms ofentertainment.

The state Casino Control Commission approved Revel'sreorganization plan, which will eliminate $1.2 billion of its $1.5billion in debt by giving lenders an 82 percent ownership stake,the AP report related. That plan was approved by a bankruptcycourt judge on Monday, and Revel anticipates formally emergingfrom bankruptcy.

"Everybody deserves a second chance," Jeffrey Hartmann, Revel'sinterim CEO, told AP. "We're looking for a second chance. We aretrying to listen to and respond to customers. We probably didn'tdo a great job of that last year."

Regulators' approval did not come easily, as commissioners and arepresentative of the state Division of Gaming Enforcementexpressed serious concerns about Revel's ability to turn itselfaround and save its 4,600 jobs, according to AP.

"Absent a significant increase in slot revenues, Revel is stillgoing to be in trouble," Jack Adams, a deputy attorney general,told AP. "Revel will still struggle to survive in this market. Canthere be this turnaround, and can it happen when Revel says itwill?"

As previously reported by The Troubled Company Reporter, the U.S.Bankruptcy Court for the District of New Jersey (Camden) hasconfirmed Revel's prepackaged plan of reorganization under Chapter11 of the Bankruptcy Code. The Plan was unanimously accepted bycreditors voting on the plan in connection with the Company'svoluntary pre-packaged solicitation of votes. Revel expects toemerge from Chapter 11 before the end of May after the conditionsto effectiveness of the plan are satisfied.

Revel has secured $350 million in exit financing, including a $75million revolver to fund working capital and a $275 million termloan, which will be used to pay expenses related to therestructuring and repay the outstanding borrowings under thedebtor-in-possession financing.

The Plan will substantially reduce Revel's debt load fromapproximately $1.52 billion to $272 million, through an exchangeof debt for equity, and annual interest expense will decrease fromapproximately $102 million to $46 million. A significant amountof the cash that was previously used for interest payments willnow be available to fund ongoing operations. On a cash basis, theinterest expense will be reduced by 96%, from $102 to $4 million,thereby improving cash flow.

About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resortand casino located on the Boardwalk in the south inlet of AtlanticCity, New Jersey.

Revel AC Inc. along with four affiliates sought bankruptcyprotection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,2013, in Camden, New Jersey, with a prepackaged plan that reducesdebt by $1.25 billion.

Under the deal, the agency can assert a general unsecured claimagainst each of RG Steel's affiliates: RG Steel Wheeling LLC, RGSteel Warren LLC and RG Steel Sparrows Point LLC. Together, theclaims assert more than $19.8 million. A copy of the agreement isavailable for free at http://is.gd/R0Ltmi

The claims stemmed from the steel makers' alleged violation ofU.S. environmental protection laws, according to a May 16 courtfiling.

Judge Kevin Carey will hold a hearing on July 30 to considerapproval of the proposed settlement. Objections are due by July16.

About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States' fourth-largest flat-rolled steel producer with annual steelmakingcapacity of 7.5 million tons. It was formed in March 2011following the purchase of three steel facilities located inSparrows Point, Maryland; Wheeling, West Virginia and Warren,Ohio, from entities related to Severstal US Holdings LLC. RGSteel also owns finishing facilities in Yorkville and MartinsFerry, Ohio. It also owned Wheeling Corrugating Company and has a50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-11661) on May 31, 2012. Bankruptcy was precipitated by liquidityshortfall and a dispute with Mountain State Carbon, LLC, and aSeverstal affiliate, that restricted the shipment of coke used inthe steel production process.

The Debtors estimated assets and debts in excess of $1 billion.As of the bankruptcy filing, the Debtors owe (i) $440 million,including $16.9 million in outstanding letters of credit, tosenior lenders led by Wells Fargo Capital Finance, LLC, asadministrative agent, (ii) $218.7 million to junior lenders, ledby Cerberus Business Finance, LLC, as agent, (iii) $130.5 millionon account of a subordinated promissory note issued by majorityowner The Renco Group, Inc., and (iv) $100 million on a securedpromissory note issued by Severstal.

The Debtor has sold off the principal plants. The sale of theWheeling Corrugating division to Nucor Corp. brought in $7million. That plant in Sparrows Point, Maryland, fetched thehighest price, $72.5 million. CJ Betters Enterprises Inc. paid$16 million for the Ohio plant.

ROSETTA GENOMICS: Amends 2012 Annual Report-------------------------------------------Rosetta Genomics Ltd. has amended its annual report for the fiscalyear ended Dec. 31, 2012, originally filed with the Securities andExchange Commission on March 22, 2013, for the purpose of amendingExhibit 4.17 under Item 19 of Part III of the Original Filing.Exhibit 4.17 is the Revised Co-Marketing Agreement, dated Oct. 11,2012, by and between Rosetta Genomics Ltd., Rosetta Genomics, Inc.and Precision Therapeutics, Inc. A copy of the Form 20-F, asamended, is available for free at http://is.gd/fzNoGE

About Rosetta

Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking todevelop and commercialize new diagnostic tests based on a recentlydiscovered group of genes known as microRNAs. MicroRNAs arenaturally expressed, or produced, using instructions encoded inDNA and are believed to play an important role in normal functionand in various pathologies. The Company has established a CLIA-certified laboratory in Philadelphia, which enables the Company todevelop, validate and commercialize its own diagnostic testsapplying its microRNA technology.

Rosetta Genomics disclosed a net loss of US$10.45 million onUS$201,000 of revenue for the year ended Dec. 31, 2012, ascompared with a net loss of US$8.83 million on US$103,000 ofrevenue during the prior year. The Company's balance sheet atDec. 31, 2012, showed US$32.53 million in total assets, US$1.63million in total liabilities and US$30.90 million in totalshareholders' equity.

Bankruptcy Warning

In its annual report for the year ended Dec. 31, 2012, the Companysaid:

"We will require substantial additional funding and expect toaugment our cash balance through financing transactions, includingthe issuance of debt or equity securities and further strategiccollaborations. On December 7, 2012, we filed a shelfregistration statement on Form F-3 with the SEC for the issuanceof ordinary shares, various series of debt securities and/orwarrants to purchase any of such securities, either individuallyor in units, with a total value of up to $75 million, from time totime at prices and on terms to be determined at the time of suchofferings. The filing was declared effective on December 19,2012. However there can be no assurance that we will be able toobtain adequate levels of additional funding on favorable terms,if at all. If adequate funds are not available, we may berequired to:

* delay, reduce the scope of or eliminate certain research and development programs;

* obtain funds through arrangements with collaborators or others on terms unfavorable to us or that may require us to relinquish rights to certain technologies or products that we might otherwise seek to develop or commercialize independently;

* monetizing certain of our assets;

* pursue merger or acquisition strategies; or

* seek protection under the bankruptcy laws of Israel and the United States."

SECURITYThe merged area TABs are secured by gross tax increment revenuefrom the project area net of certain senior pass-throughs and the20% set-aside for housing. All TABs are also secured by debtservice reserve funds; however, only the merged area redevelopmentproject TABs, series 2003 and 2008A and 2008B, benefit from acash-funded reserve.

KEY RATING DRIVERS

LITIGATION-RELATED DOWNSIDE RISK REMAINS: The maintenance of theNegative Rating Watch reflects continued near-term rating risk tothe TABs due primarily to litigation between the successor agencyto the RDA (SA) and the county. The lawsuit would reduce debtservice coverage to about 1 times (x). The court issued atentative ruling in April in the agency's favor and a final rulingis expected in late June.

CASH REFUNDS PRESSURE COVERAGE: Cash refunds for appeals grantedand other negative roll corrections have reduced debt servicecoverage in the prior and current fiscal year to very narrowlevels. Estimates for remaining refunds payable suggests suchpressure will continue for at least another fiscal year.

STILL HIGH APPEALS; GROWING AV: In addition, pending appeals,while down considerably compared to a year ago, still represent asignificant portion of assessed valuation (AV). Given the very lowdebt service coverage even if the agency prevails in court,appeals granted could reduce debt service coverage to below 1times (x) depending on when refunds are made. Meanwhile, based onpreliminary information provided by the county assessor, projectarea secured AV is likely to increase moderately in fiscal 2014.

DISPUTE WITH COUNTY: Fitch expresses concern that disputes withthe county could impede progress on current and future issues thatmay arise.

HIGHLY CONCENTRATED, VOLATILE TAX BASE: Taxpayer and industryconcentration remains a concern. Fiscal year 2013 top 10 taxpayersrepresent 32% of assessed value (AV) with the largest taxpayer at11.3%. Furthermore, the concentration in the volatile technologysector poses additional risk, though the industry is currently inan expansion phase.

BIFURCATION OF RATINGS DUE TO RESERVES: The lower rating on themerged project area TABs without cash-funded debt service reservefunds reflects the minimal value Fitch places on debt servicereserve fund surety policies.

RATING SENSITIVITIES

ADVERSE OPINION ON LAWSUIT: If the judge decides in favor of thecounty's position that the tax over-ride revenues are not pledgedto bondholders, already narrow debt service coverage would bereduced to about sum-sufficient and could result in a downgrade.

OUTSTANDING APPEALS: Despite the substantial reduction inoutstanding appeals for fiscal 2013, the risk of reduction inpledged revenue due to these appeals and payouts for appealsgranted but not yet refunded continues to pressure pledgedrevenue.

CREDIT PROFILESan Jose, with a population of about 970,000, is located in thecenter of Silicon Valley, about 55 miles south of San Francisco.The agency's merged project area covers over 8,000 acres orroughly 7% of the city acreage.

COUNTY LAWSUIT COULD REDUCE DEBT SERVICE COVERAGEThe county is withholding about $7.8 million in annual tax revenuederived from voter-approved tax overrides the agency contends ispledged to bondholders. The SA filed a lawsuit in superior courtand the court issued a tentative ruling in the SA's favor inApril. A final ruling is expected in late June. In the meantime,these funds will be kept in escrow. If the SA does not receive the$7.8 million for fiscal 2013, debt service coverage on the mergedproject area TABs is estimated at about 1.07x before AVadjustments and appeals and a very narrow 1.03x after grantedrefunds.

UNDERLYING CREDIT PRESSURED BUT IMPROVINGSan Jose's economy continues to improve markedly. Job growth isamong the fastest in the country and was an impressive 3.5% fromMarch 2012 to March 2013. The city and agency benefit from above-average economic indicators, including median household income andper capita income at 153% and 121% of the national averages,respectively, and a poverty rate about 77% of the nationalaverage.

According to information provided by the agency's fiscalconsultant and the county, fiscal 2013 AV increased about 2.1%over fiscal 2012. This is better than the 1.7% previouslyforecast. Despite this improvement, AV remains under pressure dueto appeals. In fiscal 2013, adjustments and appeals to fiscal 2012resulted in a 2% decline in pledged revenues. This follows asimilar sized adjustment the prior year.

The number and value of unresolved appeals in the project areadecreased sharply in fiscal 2013. However, there remain 643appeals outstanding for fiscal years 2011 and 2012 plus anadditional 217 filed for fiscal 2013. The combined disputed valueof all outstanding appeals is about $7.5 billion, down from $9.4billion as of March 2012. Fitch believes long-term prospects foreconomic growth in the city and project area are favorable, butthe appeals may result in a somewhat uneven AV and pledged revenuerecovery over the medium term.

LARGE PROJECT AREA; HIGHLY CONCENTRATEDThe merged project area is sizeable, covering 28 non-contiguoussquare miles and spanning 20 miles north to south. It encompasses21 component areas including industrial, downtown, andneighborhood business districts. The commercial/industrialcomponent is the largest and includes companies such as CiscoSystems Inc., eBay, Hitachi and Adobe and others which are a vitalpart of the regional, state and national economy.

Despite its large size, the project area tax base is highlyconcentrated in its top taxpayers and in the high technologysector. This sector has experienced significant volatility inrecent years. The tax base also includes high levels of personalproperty & equipment (PP&E), whose AV tends to be more volatile:increasing steeply with an up-cycle as investments in businessequipment are made and then declining in a down-cycle as theequipment is depreciated and not replaced or becomes obsolete.

The vast majority of total project area AV is for industrial -primarily research and development - and commercial uses, with amoderate residential component. In addition, unsecured property,mostly personal property, accounts for a large amount of projectarea AV.Taxpayer concentration remains above average with fiscal 2012 top10 taxpayers representing 32% of AV and 34% of incremental AV(IV). The largest taxpayer, Cisco, constitutes 12% of the projectarea's IV, down from about 15% due largely to granted appeals.Total PP&E represents a high 20% of fiscal 2013 total AV, but thisis down substantially from a high of 30.1% in fiscal 2002 and 23%in fiscal 2012.

VOLATILE AV; NARROW COVERAGE; MINIMAL ADDITIONAL RESOURCESAlong with AV and IV, pledged revenue trends have been volatile inrecent years, ranging from a gain of 32.6% in fiscal 2002 to 14%and 12% losses in fiscal years 2004 and 2005, respectively. Thebulk of the AV losses stemmed from reductions in AV for PP&E,which can fall steeply during economic downturns. After increasingin fiscal years 2007 through 2010, AV declined in fiscal 2011 and2012 by 7.5% and 1.8%, respectively.

Fiscal 2013 AV increased a modest 2.1% and estimates for fiscal2014 secured AV are favorable. Given ongoing development in theproject area and the economic growth in the technology industry,Fitch expects AV growth to continue over the medium term. However,the potential for outstanding appeals from previous yearsconstraining AV and revenue gains remains a risk.

For fiscal 2013, including a $5.4 million negative revenueadjustment for appeals granted for previous years and other rollcorrections, pledged revenues of about $131 million would not besufficient to cover $133 million in debt service without $10million transferred to the SA from the city's housing departmentper instructions from the state controller.

Fitch's base case assumes underlying AV increases 1% in fiscal2014 and remaining granted but unrefunded appeals are paid out($4.8 million). The resulting pledged revenues would beapproximately $133.3 million, just covering debt service of $133million. Should the agency prevail in the lawsuit regarding thetax override revenues, debt service coverage for fiscal 2014 wouldrise to a still very narrow 1.06x.

SANDUSKY LIMITED: PBGC Pension Calculation for Burmeister Correct-----------------------------------------------------------------A Columbia district court finds that the provisions of theSandusky Limited pension plan and the collective bargainingagreement in effect when the plan was terminated fully support thedecision of the Appeals Board sustaining the Pension BenefitGuaranty Corporation's calculations of Franklin J. Burmeister'smonthly pension benefit.

Mr. Burmeister was formerly employed by Sandusky and wasrepresented by the International Union, United Automobile,Aerospace and Agricultural Implement Workers of America, Local1957 ("UAW") during his employment there.

Sandusky established a pension plan for its hourly employees andmaintained a collective bargaining agreement with its employees.The Company filed for bankruptcy protection under Chapter 11 onNov. 8, 2006 and ceased all operations on Dec. 22, 2006. ThePension Plan was terminated and PBGC became the statutory trusteeof the Plan.

In his civil action, Mr. Burmeister complained that the PBGCunderpaid his pension benefit because PBGC ignored negotiatedchanges to benefit terms embodied in a 1999-2002 collectivebargaining agreement, before PBGC assumed responsibility in 2006.

In a May 6, 2013 Opinion, District Judge Rosemary M. Collyer heldthat, whatever the meaning of the parties' negotiations in 1999,their agreement to change benefits was never reflected in anamendment to the pension plan and was not included in the 2002-2007 collective bargaining agreement, during which Sandusky filedfor bankruptcy protection.

The District Court finds that PBGC's Appeals Board did not violatethe Administrative Procedure Act, 5 U.S.C. Sec. 701 et seq., whenit concluded that the PBGC correctly determined Mr. Burmeister'smonthly pension benefit in 2011 according to the terms of thepension plan without the temporary 1999-2002 contract change.

SCHAHIN OIL: Fitch Withdraws 'BB-' Rating on $685MM Debt--------------------------------------------------------Fitch Ratings has withdrawn the expected USD685 million debtissuance of Schahin Oil & Gas Ltd, which was rated 'BB- (exp)'.The rating has been withdrawn due to the suspension of theexpected debt issuance.

SCHOOL SPECIALTY: IRS, Noteholders Object to Plan-------------------------------------------------BankruptcyData reported that the Internal Revenue Service (IRS)filed with the U.S. Bankruptcy Court an objection to SchoolSpecialty's Amended Joint Plan of Reorganization.

The IRS objects to the third party non-debtor limitation ofliability, exculpation, injunction and release provisions becausethey violate the Anti-Injunction Act, according to the BDatareport.

Certain holders of Convertible Subordinated Debentures due 2016also filed an objection to the Plan and related DisclosureStatement and requested adjournment of the confirmation hearingdue to the Debtors' failure to disclose material elements of theirPlan, the report added.

The noteholders assert, "While this Objection lists numerous fatalflaws in the Plan and Disclosure Statement which independently barconfirmation, the crux of the problem from both a legal andbusiness perspective is that the convertible noteholders who alsohold the $155 million DIP loan (including those who hopped off thestatutory creditors' committee to procure for themselves aparticipation in the DIP loan) have negotiated with the Debtors tohave the loan repaid with a combination of cash and 87.5%ownership of the reorganized Debtors, to the exclusion of allother holders of the Convertible Notes, including the ObjectingNoteholders. To make matters worse, as of the filing of thisObjection, the Debtors have not even disclosed the deal -- howmuch cash is being repaid and how much of the DIP loan will berepaid with purchasing 87.5% of the equity of the reorganizedDebtors? Whatever the deal is, it is so good that last week theholders of the DIP loan rejected the Objecting Noteholders' offerto purchase their pro rata share of the DIP loan at par in cash.Put differently, the Debtors' undisclosed plan terms are superiorto repayment of the DIP loan in full in cash," the BData reportadded.

The Court previously scheduled a May 20, 2013 confirmationhearing.

About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier ofeducational products for kindergarten through 12th grade. Revenuein 2012 was $731.9 million through sales to 70% of thecountry's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntarypetitions for reorganization under Chapter 11 (Bankr. D. Del.Lead Case No. 13-10125) on Jan. 28, 2013. The petition estimatedassets of $494.5 million and debt of $394.6 million.

School Specialty in April 2013 decided to reorganize rather thansell. The company filed a so-called dual track plan that calledfor selling the business at auction on May 8 or reorganizing whilegiving stock to lenders and unsecured creditors. The companylater served a notice that the auction was canceled and the planwould proceed by swapping debt for stock to be owned by lenders,noteholders, and unsecured creditors.

SPEEDEMISSIONS INC: Incurs $270,700 Net Loss in First Quarter-------------------------------------------------------------Speedemissions, Inc., filed with the U.S. Securities and ExchangeCommission its quarterly report on Form 10-Q disclosing a net lossof $270,772 on $1.88 million of revenue for the three months endedMarch 31, 2013, as compared with a net loss of $116,782 on $1.92million of revenue for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $2.56million in total assets, $2.02 million in total liabilities, $4.57million in series A convertible, redeemable preferred stock, and a$4.04 million total shareholders' deficit.

The Company reported a net loss of $281,723 for the nine monthsended Sept. 30, 2012. The Company reported a net loss of $1.6million in 2011, compared with a net loss of $2.2 million in 2010.

After auditing the 2011 results, Habif, Arogeti & Wynne, LLP, inAtlanta, Georgia, expressed substantial doubt aboutSpeedemissions' ability to continue as a going concern. Theindependent auditors noted that the Company has suffered recurringlosses from operations and has a capital deficiency.

SPLIT VEIN: Top Executive Held in Contempt for Withholding Info---------------------------------------------------------------Bankruptcy Judge Mary D. France found Elwood Swank in civilcontempt for violating a Pennsylvannia bankruptcy court's Feb. 17,2013 order directing Swank to provide information regarding thelocation and amount of certain funds he was paid as president andsole stockholder of Split Vein Coal Company, Inc.

Split Vein was engaged in the recovery, reprocessing and sale ofcoal refuse. If filed for a Chapter 11 petition on May 19, 2003(Bankr. M.D.Penn., Case No. 1:03-bk-2974 MDF).

The matter stems from an adversary proceeding Lawrence G. Frank,counsel for the Debtor, commenced against Mr. Swank for the returnof fund proceeds awarded in relation to a separate lawsuit of theDebtor with Gilberton Coal Company, Inc. that are in Mr. Swank'spossession.

START SCIENTIFIC: Incurs $155K Net Loss in 1st Quarter------------------------------------------------------Start Scientific, Inc., filed its quarterly report on Form 10-Q,reporting a net loss of $155,428 on $nil revenue for the threemonths ended March 31, 2013, compared with a net loss of $67,137on $nil revenue for the same period last year.

The Company's balance sheet at March 311, 2013, showed$25.2 million in total assets, $1.2 million in total currentliabilities, and stockholders' equity of $24.0 million.

Start Scientific said, "The Company's stockholders' deficit atMarch 31, 2013 was $23,986,117 and had a working capital deficit,continued losses, and negative cash flows from operations. Thesefactors combined, raise substantial doubt about the Company'sability to continue as a going concern."

San Antonio, Texas-based Start Scientific, Inc., was, prior toApril 2012, a reseller of technology-related hardware andsoftware, including laptops, desktops, networking devices,telecommunication systems and networks, servers and software. InApril, 2012 in connection with the acquisition of two separateone-fourth (1/4) working interests in certain oil and gas leaseslocated in Yazoo County, Mississippi, its principal businessbecame the exploration, development, and production of oil and gasinterests.

On May 16, 2012, the Company entered into an agreement to acquireall of the outstanding shares of Carpathian Energy, in exchangefor 90,000,000 shares of restricted common stock of the Company.Carpathian is a Romanian limited liability company engaged in oil& gas exploration and development. Pursuant to the terms ofagreement entered into in connection with the Acquisition, theformer owners of Carpathian may rescind the Acquisition andreclaim the shares of Carpathian in the event that the Companydoes not invest at least $5 million toward development ofCarpathian's oil and gas assets.

STRATUS MEDIA: Delays Form 10-Q for First Quarter-------------------------------------------------Stratus Media Group, Inc., informed the U.S. Securities andExchange Commission it requires additional time to complete thefinancial statements for the three months ended March 31, 2013,and cannot, without unreasonable effort and expense, file its Form10-Q on or before the prescribed filing date.

About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is anowner, operator and marketer of live sports and entertainmentevents. Subject to the availability of capital, the Companyintends to aggregate a large number of complementary live sportsand entertainment events across North America and internationally.

Stratus Media disclosed a net loss of $6.84 million on $374,542 oftotal revenues for the year ended Dec. 31, 2012, as compared witha net loss of $23.63 million on $570,476 of total revenues for theyear ended Dec. 31, 2011. The Company's balance sheet at Dec. 31,2012, showed $2.44 million in total assets, $20.85 million intotal liabilities, all current, and a $18.40 million totalshareholders' deficit.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a"going concern" qualification on the consolidated financialstatements for the year ended Dec. 31, 2012. The independentauditors noted that Stratus Media has suffered recurring lossesand has negative cash flow from operations which conditions raisesubstantial doubt as to the ability of the Company to continue asa going concern.

SUPERVALU INC: Fitch Gives B- IDR & Rates New $400MM Notes CCC+---------------------------------------------------------------Fitch Ratings has assigned a rating of 'CCC+/RR5' to SUPERVALUInc.'s (SVU) proposed $400 million privately placed offering ofsenior unsecured notes due 2021. Proceeds will be used to fund atender for $372 million of the $1 billion of notes due 2016. SVU'sIssuer-Default Rating (IDR) is 'B-', and the Rating Outlook isStable.

KEY RATING DRIVERS

The rating reflects SVU's improved business mix following theMarch 2013 sale of its New Albertson's, Inc. (NAI) business to aCerberus-led consortium, with reduced exposure to the competitivetraditional supermarket sector. The rating also considers thesignificant operating and competitive challenges facing each ofSVU's three segments, which will make it difficult to produce asustained turnaround in the business.

A new management team, and a reconstituted Board of Directors witha new chairman and two other members designated by SymphonyInvestors (Cerberus-led ownership group that has an 18% ownershipstake in SVU), is implementing a new strategy to revive SVU'sbusiness. Fitch believes this strategy, which involves takingsignificant costs out of the business, decentralizing thesupermarket operations, and investing in price reductions, shouldbear some fruit over the medium term, though each of SVU'ssegments faces considerable challenges.

The retail food segment faces long-term pressure on its grossmargins due to competition from discounters and specialtysupermarkets. Similarly, there is margin pressure within theindependent business due to competitive pressures facing itsindependent grocer customers. The Save-A-Lot hard discount segmenthas had uneven results recently due to management missteps, buthas solid long-term growth potential.

Despite these challenges, Fitch expects EBITDA will improve infiscal 2014 (ending February) to a level that could approach $700million (excluding restructuring charges and $60 millionincremental TSA payment) from $650 million in fiscal 2013, asaggressive cost reductions more than offset the effect of priceinvestments in the retail food segment and ongoing pressure on theindependent business. Adjusted debt/EBITDAR should improve to thehigh 4x range in fiscal 2014 (ending Feb.) from 5.0x as of Feb.23, 2013.

SVU's liquidity is adequate, supported by a new $1 billion, 5-yearABL credit facility, with a borrowing base that managementestimates will range from $900 million to $1 billion. As of April2013, the borrowing base totaled $900 million, against which thecompany had $75 of funded borrowings and $125 million of lettersof credit. Liquidity received a boost from the issuance of $170million of new common shares to Symphony Investors.

Assuming a successful completion of the note issue and tenderoffer, SUPERVALU will have $628 million of senior unsecured notesdue 2016, a $1.5 billion secured term loan due 2019, and the new$400 million of senior unsecured notes due 2021. Annual free cashflow (FCF) of around $150 million would cover the bulk of the $628million due in 2016, with the balance of this maturity likelyrepaid with asset sales or another new financing.

Recovery Analysis

Fitch's ratings on individual debt issues are based on the IDR andthe expected recovery in a distressed scenario. Fitch hasallocated across the capital structure an assumed enterprise valueof $2.6 billion (after administrative claims). Fitch arrives atthis valuation by multiplying an assumed post-default EBITDA of$586 million (8% below the LTM level) by a 5.0x multiple. Themultiple is a blended multiple based on 4.0x for the retail foodsegment, 4.5x for the independent business, and 6.5x for Save-A-Lot.

The $1 billion revolving ABL facility is backed by inventories,receivables and prescription files, which are collectively valuedby Fitch at $1.0 billion. The $1.5 billion term loan, is backed byreal estate and a pledge of the shares of Moran Foods, LLC (Save-A-Lot), which Fitch values at $1.4 billion assuming a 6.5x EBITDAmultiple. As such, both facilities are assumed to receive a fullrecovery, leading to a rating on both facilities of 'BB-/RR1'.

The senior unsecured notes are rated 'CCC+/RR5', which implies a10% - 30% recovery to these notes. Fitch notes that in aliquidation scenario, SVU's company pension underfunding of $862million and multiemployer pension (MEPP) underfunding of $482million would rank ahead of the senior unsecured notes given theunique structural priorities available to the Pension BenefitGuarantee Corporation and pension plan fiduciaries. Therefore, ina liquidation scenario, there would be no recovery to the seniornotes.

RATING SENSITIVITIES

A downgrade could result if negative operating trends across thebusiness begin to constrain FCF, making it more difficult toaddress the 2016 maturity with a combination of FCF and assetsales.

An upgrade could result with a reversal of negative businesstrends supported by a turnaround of the Save-A-Lot segment, astabilization of the independent business, and steady results inthe retail food segment.

"The refinancing of a portion of the unsecured notes maturing in2016 will improve SUPERVALU's liquidity profile by extending andstaggering its debt maturities", Moody's Senior Analyst MickeyChadha stated. "However, the company continues to face challengesas evidenced by the decline in identical store sales in its retailfood and Save-A-Lot segments, operating losses in its retail foodsegment and margin erosion for its independent business," Chadhafurther stated.

The B3 Corporate Family Rating reflects SUPERVALU's weak operatingperformance vis-…-vis its peers and Moody's expectation thatrevenue and profit declines will continue in the near to mediumterm and credit metrics will remain weak. The rating also reflectsthe execution risk associated with new management's turnaroundstrategy including the company's continuing price investmentstrategy. The weak economic environment and strong competitionfrom alternative food retailers is expected to continue to weighon consumer spending behavior and will continue to pressurepricing. Ratings are supported by SUPERVALU's overall size in foodretailing and distribution, the relative stability of thecompany's independent (primarily wholesale distribution) businessand the potential for improved profitability and growth in thelong term through leveraging fixed costs of the distributionoperation and catering to a growing segment of thrifty consumersthrough the Save-A-Lot segment.

SUPERVALU's stable rating outlook reflects the company's reducedexposure to its underperforming retail food business after thesale of its New Albertsons, Inc. subsidiary to an affiliate ofCerberus and the less capital intensive nature of its remainingbusinesses. The outlook also incorporates Moody's expectation thatnew management's strategic initiatives will improve SUPERVALU'sprofitability and credit metrics in the long term by leveragingfixed costs of its independent (wholesale distribution) business.

Ratings could be upgraded if the company's strategic initiativesgain traction and result in growing earnings and identical storesales and a sustained strengthening of liquidity and creditmetrics. A ratings upgrade will also require sustained debt/EBITDAbelow 5.25 times and sustained EBITA/interest over 1.75 times.

Ratings could be downgraded if revenues, margins or profitabilitycontinue to erode or operational missteps result in a weakening ofthe liquidity or business profile. Ratings could also bedowngraded if there is evidence of further deterioration inSUPERVALU's market position as demonstrated by sustained declinein identical store sales and margins. A downgrade could also occurif debt/EBITDA is sustained above 6.0 times or EBITA/interest issustained below 1.25 times.

SUPERVALU Inc., is headquartered in Eden Prairie, Minnesota andhas about 1,522 stores, including 1,331 Save-A-Lot stores of which950 are licensed to third party-operators. SUPERVALU also has afood distribution business serving over 2,300 independent retailcustomers in addition to its own stores. The company reported$17.1 billion in revenues for fiscal year ending February 23,2013.

The principal methodology used in this rating was the GlobalRetail Industry Methodology published in June 2011. Othermethodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEApublished in June 2009.

TN-K ENERGY: Incurs $83,900 Net Loss in First Quarter-----------------------------------------------------TN-K Energy Group Inc. filed with the U.S. Securities and ExchangeCommission its quarterly report on Form 10-Q disclosing a net lossof $83,935 on $49,290 of total revenue for the three months endedMarch 31, 2013, as compared with net income of $3.09 million on$144,649 of total revenue for the same period during the prioryear.

The Company's balance sheet at March 31, 2013, showed $2.49million in total assets, $3.95 million in total liabilities and a$1.45 million total stockholders' deficit.

TN-K Energy disclosed net income of $3.97 million on $1.88 millionof total revenue for the year ended Dec. 31, 2012, as comparedwith net income of $1.25 million on $1.88 million of total revenuein 2011.

TOMI ENVIRONMENTAL: Incurs $193K Net Loss in 1st Quarter--------------------------------------------------------TOMI Environmental Solutions, Inc., filed its quarterly report onForm 10-Q, reporting a net loss of $192,693 on $39,165 of netrevenue for the three months ended March 31, 2013, compared with anet loss of $92,475 on $65,229 of net revenue for the same periodlast year.

The Company's balance sheet at March 31, 2013, showed$3.50 million in total assets, $3.52 million in total currentliabilities, and a stockholders' deficit of $17,750.

According to the regulatory filing, the Company incurred netlosses of $192,693 and $92,475 for the three months endedMarch 31, 2013, and 2012, respectively. In addition, the Companyhad a working capital deficiency of $78,145 and a stockholders'deficit of $17,750 at March 31, 2013. "These factors raisesubstantial doubt about the Company's ability to continue as agoing concern."

The official committee of unsecured creditors has filed a proposedchapter 11 liquidating plan for Tousa. However, the committeesaid it would no longer pursue approval of its liquidation planbecause of the pending appeal of its fraudulent transfer case inthe U.S. Court of Appeals for the Eleventh Circuit. A districtcourt in February 2011 held that the bankruptcy judge was wrong inruling that lenders who were paid off received fraudulenttransfers when Tousa gave liens on subsidiaries' properties tobail out and refinance a joint venture. Daniel H. Golden, Esq.,and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP,in New York, N.Y., represent the creditors committee.

The Tousa committee filed a Chapter 11 plan in July 2010 based onan assumption it would win the appeal.

The sole purpose of the meeting will be to form a committee orcommittees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditorspursuant to Section 341 of the Bankruptcy Code. A representativeof the Debtor, however, may attend the Organizational Meeting, andprovide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section1102 of the Bankruptcy Code requires that the United StatesTrustee appoint a committee of unsecured creditors as soon aspracticable. The Committee ordinarily consists of the persons,willing to serve, that hold the seven largest unsecured claimsagainst the debtor of the kinds represented on the committee.Section 1103 of the Bankruptcy Code provides that the Committeemay consult with the debtor, investigate the debtor and itsbusiness operations and participate in the formulation of a planof reorganization. The Committee may also perform other servicesas are in the interests of the unsecured creditors whom itrepresents.

TransVantage Solutions, Inc., doing business as Freight TrafficServices, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-19753) in Trenton, New Jersey on May 4, 2013, and immediatelyfiled a motion for Chapter 11 trustee to take over management ofthe Debtor. The petition was signed by Shirley Sooy as president.John F. Bracaglia, Jr., Esq., at Cohn, Bracaglia & Gropper servesas the Debtor's counsel. The Debtor disclosed assets in$71,260,000 and scheduled liabilities in $41,319,266 in itsschedules.

TRUCEPT INC: Delays First Quarter Form 10-Q for Review------------------------------------------------------Trucept Inc., formerly known as Smart-Tek Solutions Inc., notifiedthe U.S. Securities and Exchange Commission it will be delayed inthe filing of its quarterly report for the period ended March 31,2013. The Company said the review of the financials by theoutside auditors will be completed on or about May 17, 2013.

About Trucept Inc.

Trucept Inc. provides staffing and employment services, relievingits clients from many of the day-to-day tasks that may detracttheir core business operations , such as payroll processing, humanresources support, workers' compensation insurance, safetyprograms, employee benefits, and other administrative andaftermarket services predominantly related to staffing. Thecompany also operates the Solvis brand of nurse staffing in bothMichigan and California.

Trucept Inc. disclosed a net loss of $7.85 million in 2012, ascompared with a net loss of $8.12 million in 2011. The Company'sbalance sheet at Dec. 31, 2012, showed $8.17 million in totalassets, $22.93 million in total liabilities and a $14.75 milliontotal stockholders' deficit.

PMB Helin Donovan, LLP, in Dallas, Texas, issued a "going concern"qualification on the consolidated financial statements for theyear ended Dec. 31, 2012. The independent auditors noted thatthe Company has sustained recurring losses from operations and hasan accumulated deficit of approximately $22 million at Dec. 31,2012. These factors raise substantial doubt about the Company'sability to continue as a going concern.

TWIN DEVELOPMENT: Taps Hinds & Shankman as Bankruptcy Counsel-------------------------------------------------------------Twin Development LLC asks the U.S. Bankruptcy Court for theSouthern District of California for permission to employ Hinds &Shankman LLP as bankruptcy counsel. James Andrew Hinds, Jr., PaulR. Shankman and other members, associates and attorneys will beresponsible in the representation of the Debtor.

To the best of the Debtor's knowledge, the law firm has nointerest materially adverse to the interest of the estate or ofany class of creditors or equity holders.

The Debtor said in court papers the firm has requested that theDebtor find an alternate counsel and complete, sign and file asubstitution of counsel because the Debtor was unable to pay thefirm's retainer, or any portion of the retainer pre- or post-petition. The Debtor did not sign the substitution of counsel andreturned it to the firm. Concurrently, the firm has requested tobe relieved. The hearing set for April 29, 2013, was continueduntil June 24.

In the interim, the Debtor has utilized the services of andincurred costs to the law firm. If the Debtor is successful inobtaining postpetition funds for the law firm's employment on orbefore the hearing on the withdrawal, the funds will be impoundedinto an appropriate debtor-in-possession account and the law firmwill inform the Court by filing and serving notice regarding thesame.

TXU CORP: 2014 Bank Debt Trades at 21.83% Off in Secondary Market-----------------------------------------------------------------Participations in a syndicated loan under which TXU Corp is aborrower traded in the secondary market at 78.17 cents-on-the-dollar during the week ended Friday, May 17, 2013, according todata compiled by LSTA/Thomson Reuters MTM Pricing and reported inThe Wall Street Journal. This represents an increase of 0.27percentage points from the previous week, the Journal relates.The loan matures Oct. 10, 2014. The Company pays L+350 basispoints above LIBOR to borrow under the facility. Moody's haswithdrawn its loan rating and the bank debt is not rated by S&P.

About Energy Future Holdings, fka TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is aprivately held diversified energy holding company with a portfolioof competitive and regulated energy businesses in Texas. Oncor,an 80%-owned entity within the EFH group, is the largest regulatedtransmission and distribution utility in Texas.

The Company delivers electricity to roughly three million deliverypoints in and around Dallas-Fort Worth. EFH Corp. was created inOctober 2007 in a $45 billion leverage buyout of Texas powercompany TXU in a deal led by private-equity companies KohlbergKravis Roberts & Co. and TPG Inc.

Energy Future incurred a net loss of $3.36 billion on $5.63billion of operating revenues for 2012. This follows net lossesof $1.91 billion in 2011 and $2.81 billion in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $40.97billion in total assets, $51.89 billion in total liabilities and a$10.92 billion total deficit.

Restructuring Talks With Creditors

In April 2013, Energy Future Holdings Corp., Energy FutureCompetitive Holdings Company, Texas Competitive Electric HoldingsCompany LLC, and Energy Future Intermediate Holding Company LLCconfirmed in a regulatory filing that they are in restructuringtalks with certain unaffiliated holders of first lien seniorsecured claims concerning the Companies' capital structure. Theproposed changes to the Companies' capital structure discussedwith the Creditors included a consensual restructuring of TCEH'sapproximately $32 billion of debt (as of December 31, 2012). Toeffect the Restructuring Proposal, EFCH, TCEH, and certain ofTCEH's subsidiaries would implement a prepackaged plan ofreorganization by commencing voluntary cases under Chapter 11 ofthe U.S. Bankruptcy Code. The TCEH first lien creditors wouldexchange their claims for a combination of EFH Corp. equity, in anamount to be negotiated, and their pro rata share of $5.0 billionof cash or new long-term debt of TCEH and its subsidiaries onmarket terms. Following the issuance of EFH Corp. equityinterests to the TCEH first lien lenders under the proposed planof reorganization, the Sponsors would hold a to-be-negotiatedamount of the equity interests in EFH Corp.

Following implementation of the Restructuring Proposal, EFH Corp.would continue to hold all of the equity interests in EFCH andEFIH, EFCH would continue to hold all of the equity interests inTCEH, and EFIH would continue to hold all of the equity interestsof Oncor Holdings. TCEH also would obtain access to $3.0 billionof new liquidity through a $2.0 billion first lien revolver and a$1.0 billion letter of credit facility. TCEH would also issue $5.0billion of new long-term debt.

Substantially contemporaneously with the Companies' transmittal ofthe Restructuring Proposal to the Creditors, the Sponsors informedthe Creditors that they would support the Restructuring Proposalif the Sponsors retained 15% of EFH Corp.'s equity interests, withthe TCEH first lien creditors receiving, in the aggregate, theremaining 85% of EFH Corp.'s equity interests, in each casesubject to dilution from any agreed-upon employee equity incentiveplan.

The Companies and the Creditors have not reached agreement on theterms of any change in the Companies' capital structure. However,the Creditors conveyed to the Companies that they would be willingto consider the Restructuring Proposal, if among other things, (i)the Restructuring Proposal adequately addresses and compensatesCreditors for the risks and consequences of exchanging a portionof the Creditors' senior secured claims against TCEH into EFHCorp. equity, (ii) the amount of post-reorganization debt at TCEHto be distributed to TCEH first lien creditors were materiallyincreased, (iii) in the allocation of EFH Corp.'s equity betweenTCEH and EFH Corp. stated in the Sponsor Proposal, the value ofTCEH and EFH Corp. were materially modified such that the TCEHfirst lien creditors would receive materially greater value, and(iv) EFIH's negative free cash flow is addressed and a sustainabledebt capital structure is achieved for EFIH and EFH Corp. withoutreliance on TCEH's cash flows.

The Companies expect to continue to explore all availablerestructuring alternatives to facilitate the creation ofsustainable capital structures for the Companies and to otherwiseattempt to address the Creditors' concerns with the RestructuringProposal and Sponsor Proposal.

The Companies have retained Kirkland & Ellis LLP and EvercorePartners to advise the Companies with respect to the potentialchanges to the Companies' capital structure and to assist in theevaluation and implementation of other potential restructuringoptions.

According to a Wall Street Journal report, people familiar withthe matter said Apollo Global Management LLC, Oaktree CapitalManagement, Centerbridge Partners and GSO Capital Partners, thecredit arm of buyout firm Blackstone Group LP, all hold largechunks of Energy Future Holdings' senior debt. Many of thesefirms belong to a group being advised by Jim Millstein, arestructuring expert who helped the U.S. government revampAmerican International Group Inc.

According to the Journal, people familiar with Apollo's thinkingsaid Apollo recently enlisted investment bank Moelis & Co. foradditional advice to ensure it gets as much attention as possibleon the case given its large debt holdings.

* * *

In the Feb. 1, 2013, edition of the TCR, Fitch Ratings has loweredthe Issuer Default Ratings (IDR) of Energy Future Holdings Corp(EFH) and Energy Future Intermediate Holding Company LLC (EFIH) to'Restricted Default' (RD) from 'CCC' on the conclusion of the debtexchange and removed the Rating Watch Negative.

As reported by the TCR on Feb. 4, 2013, Standard & Poor's RatingsServices said it raised its corporate credit ratings on EFH, EFIH,TCEH, and Energy Future Competitive Holdings Co. (EFCH) to 'CCC'from 'D' following the completion of several debt exchanges, eachof which S&P considers distressed.

As reported by the TCR on Aug. 15, 2012, Moody's downgraded theCorporate Family Rating (CFR) of EFH to Caa3 from Caa2 andaffirmed its Caa3 Probability of Default Rating (PDR) and SGL-4Speculative Grade Liquidity Rating. The downgrade of EFH's CFR toCaa3 from Caa2 reflects the company's financial distress andlimited financial flexibility.

"We see different default probabilities between EFCH and EFIH,"said Jim Hempstead, senior vice president. "We believe EFCH has ahigh likelihood of default over the next 6 to 12 months, becauseit is projected to run out of cash in early 2014. EFIH has a muchlower likelihood of default owing to the credit separateness thatEFH is creating between EFIH and Texas Competitive ElectricHoldings Company LLC along with EFIH's reliance on stable cashflows from its regulated transmission and distribution utility,Oncor Electric Delivery Company."

The withdrawal of EFH's CFR reflects a series of recent actionstaken by EFH to insulate both EFH and EFIH from its moredistressed subsidiary, EFCH, which appears to have a much higherprobability of default within the consolidated corporate family.

TXU CORP: 2017 Bank Debt Trades at 26.17% Off in Secondary Market-----------------------------------------------------------------Participations in a syndicated loan under which TXU Corp is aborrower traded in the secondary market at 73.83 cents-on-the-dollar during the week ended Friday, May 17, 2013, according todata compiled by LSTA/Thomson Reuters MTM Pricing and reported inThe Wall Street Journal. This represents an increase of 0.35percentage points from the previous week, the Journal relates.The loan matures Oct. 10, 2017. The Company pays L+450 basispoints above LIBOR to borrow under the facility. The bank debtcarries Moody's Caa3 rating and S&P's CCC rating.

About Energy Future Holdings, fka TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is aprivately held diversified energy holding company with a portfolioof competitive and regulated energy businesses in Texas. Oncor,an 80%-owned entity within the EFH group, is the largest regulatedtransmission and distribution utility in Texas.

The Company delivers electricity to roughly three million deliverypoints in and around Dallas-Fort Worth. EFH Corp. was created inOctober 2007 in a $45 billion leverage buyout of Texas powercompany TXU in a deal led by private-equity companies KohlbergKravis Roberts & Co. and TPG Inc.

Energy Future incurred a net loss of $3.36 billion on $5.63billion of operating revenues for 2012. This follows net lossesof $1.91 billion in 2011 and $2.81 billion in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $40.97billion in total assets, $51.89 billion in total liabilities and a$10.92 billion total deficit.

Restructuring Talks With Creditors

In April 2013, Energy Future Holdings Corp., Energy FutureCompetitive Holdings Company, Texas Competitive Electric HoldingsCompany LLC, and Energy Future Intermediate Holding Company LLCconfirmed in a regulatory filing that they are in restructuringtalks with certain unaffiliated holders of first lien seniorsecured claims concerning the Companies' capital structure. Theproposed changes to the Companies' capital structure discussedwith the Creditors included a consensual restructuring of TCEH'sapproximately $32 billion of debt (as of December 31, 2012). Toeffect the Restructuring Proposal, EFCH, TCEH, and certain ofTCEH's subsidiaries would implement a prepackaged plan ofreorganization by commencing voluntary cases under Chapter 11 ofthe U.S. Bankruptcy Code. The TCEH first lien creditors wouldexchange their claims for a combination of EFH Corp. equity, in anamount to be negotiated, and their pro rata share of $5.0 billionof cash or new long-term debt of TCEH and its subsidiaries onmarket terms. Following the issuance of EFH Corp. equityinterests to the TCEH first lien lenders under the proposed planof reorganization, the Sponsors would hold a to-be-negotiatedamount of the equity interests in EFH Corp.

Following implementation of the Restructuring Proposal, EFH Corp.would continue to hold all of the equity interests in EFCH andEFIH, EFCH would continue to hold all of the equity interests inTCEH, and EFIH would continue to hold all of the equity interestsof Oncor Holdings. TCEH also would obtain access to $3.0 billionof new liquidity through a $2.0 billion first lien revolver and a$1.0 billion letter of credit facility. TCEH would also issue $5.0billion of new long-term debt.

Substantially contemporaneously with the Companies' transmittal ofthe Restructuring Proposal to the Creditors, the Sponsors informedthe Creditors that they would support the Restructuring Proposalif the Sponsors retained 15% of EFH Corp.'s equity interests, withthe TCEH first lien creditors receiving, in the aggregate, theremaining 85% of EFH Corp.'s equity interests, in each casesubject to dilution from any agreed-upon employee equity incentiveplan.

The Companies and the Creditors have not reached agreement on theterms of any change in the Companies' capital structure. However,the Creditors conveyed to the Companies that they would be willingto consider the Restructuring Proposal, if among other things, (i)the Restructuring Proposal adequately addresses and compensatesCreditors for the risks and consequences of exchanging a portionof the Creditors' senior secured claims against TCEH into EFHCorp. equity, (ii) the amount of post-reorganization debt at TCEHto be distributed to TCEH first lien creditors were materiallyincreased, (iii) in the allocation of EFH Corp.'s equity betweenTCEH and EFH Corp. stated in the Sponsor Proposal, the value ofTCEH and EFH Corp. were materially modified such that the TCEHfirst lien creditors would receive materially greater value, and(iv) EFIH's negative free cash flow is addressed and a sustainabledebt capital structure is achieved for EFIH and EFH Corp. withoutreliance on TCEH's cash flows.

The Companies expect to continue to explore all availablerestructuring alternatives to facilitate the creation ofsustainable capital structures for the Companies and to otherwiseattempt to address the Creditors' concerns with the RestructuringProposal and Sponsor Proposal.

The Companies have retained Kirkland & Ellis LLP and EvercorePartners to advise the Companies with respect to the potentialchanges to the Companies' capital structure and to assist in theevaluation and implementation of other potential restructuringoptions.

According to a Wall Street Journal report, people familiar withthe matter said Apollo Global Management LLC, Oaktree CapitalManagement, Centerbridge Partners and GSO Capital Partners, thecredit arm of buyout firm Blackstone Group LP, all hold largechunks of Energy Future Holdings' senior debt. Many of thesefirms belong to a group being advised by Jim Millstein, arestructuring expert who helped the U.S. government revampAmerican International Group Inc.

According to the Journal, people familiar with Apollo's thinkingsaid Apollo recently enlisted investment bank Moelis & Co. foradditional advice to ensure it gets as much attention as possibleon the case given its large debt holdings.

* * *

In the Feb. 1, 2013, edition of the TCR, Fitch Ratings has loweredthe Issuer Default Ratings (IDR) of Energy Future Holdings Corp(EFH) and Energy Future Intermediate Holding Company LLC (EFIH) to'Restricted Default' (RD) from 'CCC' on the conclusion of the debtexchange and removed the Rating Watch Negative.

As reported by the TCR on Feb. 4, 2013, Standard & Poor's RatingsServices said it raised its corporate credit ratings on EFH, EFIH,TCEH, and Energy Future Competitive Holdings Co. (EFCH) to 'CCC'from 'D' following the completion of several debt exchanges, eachof which S&P considers distressed.

As reported by the TCR on Aug. 15, 2012, Moody's downgraded theCorporate Family Rating (CFR) of EFH to Caa3 from Caa2 andaffirmed its Caa3 Probability of Default Rating (PDR) and SGL-4Speculative Grade Liquidity Rating. The downgrade of EFH's CFR toCaa3 from Caa2 reflects the company's financial distress andlimited financial flexibility.

"We see different default probabilities between EFCH and EFIH,"said Jim Hempstead, senior vice president. "We believe EFCH has ahigh likelihood of default over the next 6 to 12 months, becauseit is projected to run out of cash in early 2014. EFIH has a muchlower likelihood of default owing to the credit separateness thatEFH is creating between EFIH and Texas Competitive ElectricHoldings Company LLC along with EFIH's reliance on stable cashflows from its regulated transmission and distribution utility,Oncor Electric Delivery Company."

The withdrawal of EFH's CFR reflects a series of recent actionstaken by EFH to insulate both EFH and EFIH from its moredistressed subsidiary, EFCH, which appears to have a much higherprobability of default within the consolidated corporate family.

UNDERGROUND ENERGY: Bankruptcy Court Hearing on Audit Fees in July------------------------------------------------------------------Underground Energy Corporation on May 16 provided an update asrequired by Section 4.4 of National Policy 12-203 - Cease TradeOrders for Continuous Disclosure Defaults in furtherance of therequirements of the temporary Management Cease Trade Order thatwas issued by the British Columbia Securities Commission againstthe Company's Chief Executive Officer and Chief Financial Officeron May 2, 2013. As summarized in the news release of the Companydated April 24, 2013, the MCTO was sought by the Company andimposed by the BCSC due to the anticipated delay in the filing bythe Company of its 2012 annual audited financial statements,management's discussion and analysis and CEO and CFO certificates.

The Company reports the following:

(i) Other than as summarized in this press release, there havebeen no material changes to the information contained in theDefault Notice. As detailed in the Default Notice, the ability ofthe Company to file its 2012 Annual Financial Materials prior toJune 30, 2012 was dependent on the success of a number of motionsto be made by Underground Energy, Inc. before the U.S. BankruptcyCourt under the Chapter 11 proceedings. The hearing in the U.S.Bankruptcy Court regarding payment of audit fees by UndergroundEnergy, Inc. has now been deferred to July 1, 2013 and as aresult, the Company does not expect to file its 2012 AnnualFinancial Materials on or before June 30, 2013. The timing of thefiling of the 2012 Annual Financial Materials is dependent uponthe outcome of the July 1, 2013 hearing. The Company cannotpredict the outcome of that hearing nor the resulting timing ofthe filing of 2012 Annual Financial Materials;

(ii) There have been no failures with respect to the Companyfulfilling its stated intention of satisfying the requirements ofthe alternative information guidelines;

(iii) The Company filed Forms 51-101F1, 51-101F2 and 51-101F3, onMay 2, 2013, which were required to have been filed by April 30,2013, constituting a filing default. Additionally, the Companydoes not anticipate that it will be able to file its financialstatements, management's discussion and analysis and CEO and CFOcertificates as at and for the three month period ending March 31,2013 by the required deadline of May 30, 2013. The filing of theQ1 2013 Financial Materials is dependent on the prior filing ofthe 2012 Annual Financial Materials and are anticipated to befiled following the filing of the 2012 Annual Financial Materials.Other than as set forth above, there has not been any otherspecified default or anticipated default subsequent to the defaultwhich is the subject of the Default Notice; and

(iv) There is no other material information about the affairs ofthe Company that has not otherwise been reported.

The Company also reports that it has not paid its annualsustaining fees to the TSX Venture Exchange. While the Companyhas not received any notification in respect of a potentialdelisting of the Company's common shares, the TSXV may, as aresult of the failure by the Company to pay its annual sustainingfees, implement a delisting review and/or delist the common sharesfrom the TSXV.

About Underground Energy Corporation

Underground Energy Corporation-- http://www.ugenergy.com-- is focused on developing its Zaca Field Extension Project in SantaBarbara County, California. In total, Underground currently holdsmineral rights on approximately 63,000 net acres of prospectivelands in California and Nevada with an initial focus on theMonterey Shale in California.

UNILAVA CORP: Delays Form 10-Q for First Quarter------------------------------------------------Unilava Corporation notified the U.S. Securities and ExchangeCommission it will be delayed in the filing of its quarterlyreport for the period ended March 31, 2013. The Company said itwas unable, without unreasonable effort and expense, to preparethe financial statements in sufficient time to allow the timelyfiling of this report.

About Unilava Corporation

Unilava Corporation (OTC BB: UNLA) -- http://www.unilava.com/-- is a diversified communications holding company incorporated underthe laws of the State of Wyoming in 2009. Unilava and itssubsidiary brands provide a variety of communications services,products, and equipment that address the needs of corporations,small businesses and consumers. The Company is licensed toprovide long distance services in 41 states throughout the U.S.and local phone services across 11 states. Through its carrier-grade microwave wireless broadband infrastructure and broadbandInternet access partners, the Company also offers mobile and high-definition IP-hosted voice services to residential customers andcorporate clients. Additionally, Unilava delivers a comprehensiveand integrated suite of fee-based online and mobile advertisingand web services to a broad array of business enterprises.Headquartered in San Francisco, the Company has regional officesin Chicago, Seoul, Hong Kong, and Beijing.

Unilava reported a net loss of $1.58 million in 2012, as comparedwith a net loss of $2.98 million in 2011. The Company's balancesheet at Dec. 31, 2012, showed $2.66 million in total assets,$8.20 million in total liabilities and a $5.54 million totalstockholders' deficit.

Shelley International CPA, in Mesa, AZ, issued a "going concern"qualification on the consolidated financial statements for theyear ended Dec. 31, 2012. The independent auditors noted thatthe Company has suffered losses from operations, which raisessubstantial doubt about its ability to continue as a goingconcern.

The Company reported a net loss of $2.98 million in 2011, comparedwith a net loss of $1 million in 2010.

UNITED CONTINENTAL: Fitch Cuts Sr. Unsec. Ratings to 'CCC+/RR6'---------------------------------------------------------------Fitch Ratings has revised the Rating Outlook on United ContinentalHoldings, Inc. (UAL) and its primary operating subsidiary, UnitedAirlines, Inc. to Positive from Stable and has affirmed the IssuerDefault Ratings (IDR) for both entities at 'B'. Fitch has alsoupgraded the Recovery Ratings (RRs) on most of United Airline'ssenior unsecured debt to 'B-'/'RR5' from 'CCC+'/'RR6'.United Air Lines, Inc. and Continental Airlines, Inc. completedtheir legal merger in March 2013 with Continental acting as thesurviving entity. Continental then changed its name to UnitedAirlines, Inc. Fitch has therefore withdrawn its ratings on theformer United Air Lines, Inc.

The Positive Outlook reflects:

-- Progress that UAL has made in moving past many of its integration issues following the 2010 merger of United and Continental;

-- Expectations for improving profitability and free cash flow (FCF) over the intermediate term as integration costs recede;

-- Systemic improvements in the U.S. airline industry stemming from consolidation and capacity discipline;

-- An improved balance sheet, including recent debt reduction.

The ratings are also supported by United's leading position inmany of its primary markets, solid liquidity, and a growingunencumbered asset base.

While UAL's credit profile has improved notably in recent years,Fitch believes some challenges remain before a positive ratingaction would be warranted. Fitch expects the company to exhibitnotable improvement in operating performance now that the bulk ofits integration challenges are behind it. However, through thefirst quarter of 2013, those improvements have had limited impacton results in terms of profitability. Fitch would look forsustained unit revenue growth and margin improvement relative toU.S. peers before potentially considering an upgrade.

A key limiting factor to UAL's rating in the past several yearshas been the significant challenges involved with the integrationof two large independent airlines. After facing steep hurdles in2012, the company's operating performance has begun to recover.United posted an on-time percentage of 81% for the 1Q'13, which isnot only competitive with the other major carriers, but representsa significant turnaround from lows in the mid-60% rangeexperienced in 2012. Customer satisfaction scores, which dippednotably last year, have also rebounded to near their pre-2012levels.

United faced significant operational difficulties throughout mostof 2012 related to its transition to a single passenger-servicesystem. Technology problems resulted in highly publicized flightdelays and falling levels of customer satisfaction, driving upunit costs and pressuring UAL's bottom line. With the airline'soperations now running more smoothly, Fitch expects United shouldbe able to take advantage of its fully integrated route structureto drive unit revenue growth.

The company has also made progress on the labor front, but itstill has several key negotiations to complete. The United andContinental pilots unions ratified a joint collective bargainingagreement last December that will allow the two to operate as oneunified group. It involves significant pay increases which willconstitute a cost headwind in the short-run. The agreement alsocalls for higher pilot productivity and allows Unitedsignificantly more flexibility to outsource its regional flying,which will be a cost saver in the long-run. The two unions stillhave to agree on a combined seniority list before the groups canbe fully integrated, but the joint bargaining agreement remains asignificant milestone.

Traffic performance improved during the first quarter afterunderperforming the industry for most of 2012. UAL's mainlinepassenger revenue per available seat mile (PRASM) was up by 5.0%over the previous year versus roughly 1.2% for the industry as awhole. Part of the improvement was due to an easy comparison with1Q'12, but it also illustrates the strides the company has made inmoving past its integration issues. For the full year Fitchexpects unit revenue growth to be in the mid-single-digit rangedriven by sustained travel demand in most end markets and bycontinued capacity discipline within the industry.

However, 1Q revenue improvement was outpaced by higher unit costslargely driven by the new pilot agreement along with a decrease incapacity. United's 1Q CASM increased by 8.6%, causing itsoperating margins before special charges to fall to -2% from -1% ayear ago. A turnaround in margin performance in the next fewquarters would provide further evidence of United's improvedoperating profile, and could contribute to a positive ratingaction.

Fitch views the capacity constraint and consolidation that havebeen hallmarks of the industry over the past several years to be acredit positive for the network carriers. Recent results show thatthe airlines can consistently generate profits even when fuelprices are high as they were in 2011 and 2012, in contrast to 2008when crude spiked to $140/barrel causing heavy industry losses.Capacity discipline among the major carriers has allowed loadfactors to remain high, driving unit revenues up and keeping unitcosts down. Capacity constraint creates an environment wherepricing power could remain favorable for the foreseeable future.

In addition to operational improvements, the company remainsfocused on its balance sheet. Total debt is down by more than $3billion since the merger and United's interest expense in 2012 was$122 million lower than in 2011. The company paid down $1.3billion of debt in the first quarter, including $1 billion ofprepayments, and United refinanced its credit facility, includingdoubling its revolver to $1 billion and eliminating a large termloan maturity in 2014. Nonetheless, lease adjusted leverageremains high at 5.9x through the last 12 months ending March 31,2013, but is down from its peak of 6.4x at year-end 2010. Fitchexpects lease adjusted debt to decline further to around 5.5x-5.7xby year-end 2013.

Aside from lowering debt on an absolute level, UAL has madeprogress on paying down its high-cost non-aircraft obligations.Examples include the 9.875% and 12.0% senior secured notes thatwere redeemed in 1Q'13 and the 12.75% spare parts secured notesthat matured in 2012. Meanwhile, UAL's recent debt issuances havebeen placed at much more favorable rates, including two series ofEETCs placed in 2012 which featured blended coupons below 5%.Going forward, debt reduction will be limited by heavy capitalrequirements from upcoming aircraft deliveries; however, Fitchestimates leverage should continue to fall as operating marginsimprove.

Liquidity and financial flexibility are solid for the rating. Asof the first quarter, UAL maintained an unrestricted cash balanceof $5.4 billion. The company doubled the size of its revolvingcredit facility in the first quarter to $1 billion, bringing itstotal liquidity to 17% of LTM revenue, which is among the highestof the network carriers. In addition, United now has a relativelysizeable balance of unencumbered assets, estimated at roughly $4.5billion as of the end of the first quarter, which should rise asUAL pays down existing debt. This gives UAL a significant baseagainst which to borrow if the company were to need cash.

Fitch expects FCF in 2013 to improve from the lows experienced in2012, but remain negative based on continued heavy capitalspending (aircraft and non-aircraft expenditures) and remainingintegration related costs. FCF was ($1.1 billion) in 2012, butUnited generated healthy positive FCF in 2010 and 2011. Fitchexpects FCF for 2013 will be ($500 million) or better as cash fromoperations is likely to improve compared to 2012, when some non-recurring cash costs drove cash generation down nearly $1.5billion compared to 2011 levels. After 2013 Fitch expects costimprovements from merger synergies and RASM growth could drivepositive FCF, which could be sustainable given the recentimprovements in the industry.

EBITDAR margins of approximately 13.9% in 2012 were down severalpoints compared to 2011, and are below the levels attained byseveral other competing U.S. carriers. Fitch calculates thesemargins using all operating lease rents. Fitch expects marginscould trend up in the next several years.

Recovery Ratings: The RRs notching in the debt structure for UAL'sunsecured and secured debt (see below) reflect Fitch's recoveryexpectations under a scenario in which distressed enterprise valueis allocated to the various debt classes. Much of UAL's debt issecured by aircraft and would likely see substantial recovery inFitch's view, as would the company's credit facility and debtsecured by non-aircraft assets. The upgrade of most of theunsecured debt reflects improvement in the overall creditsituation at UAL, driving Fitch's estimated stressed recoveriesinto the 'RR5' (11%-30% recovery) category. Several otherunsecured issues remain in the 'RR6' category, reflecting eithercontractual subordination or structural subordination.

Rating Sensitivities:As evidence by the Positive outlook, Fitch generally views UAL'scredit profile as improving; however, some progress is stillrequired to warrant an upgrade of the IDR. A positive action couldbe considered if the company were to improve its operatingmargins, exhibit improving FCF, and continue to pay down debt.Further progress on labor negotiations and additional evidencethat the company is fully past its integration issues would alsobe viewed as credit positives.

A negative rating action is not anticipated at this time, butpotential negative ratings triggers include a fuel or demand shockrelated to broader macroeconomic issues, further operationalissues which constrain growth and drive negative FCF, orunexpected labor relations issues.

Univision plans to utilize the net proceeds from the offerings torepay its remaining $153 million 2014 term loan, pay down aportion of its existing 2017 term loan, account receivablesfacility, and revolver as well as to fund a strategic investmentin the El Rey Network and for general corporate purposes.Univision's B3 Corporate Family Rating, B3-PD Probability ofDefault Rating, other debt instrument ratings, SGL-3 speculative-grade liquidity rating and stable rating outlook are not affected.

The refinancing favorably improves Univision's maturity profileand reduces refinancing risk related to its 2014 and 2017maturities at a modest and manageable increase in annual cashinterest costs (expected to increase by approximately $10 millionfrom the current run rate). The repayment of the 2014 term loan isanother step in Univision's efforts to extend its overall maturityprofile with the approximate $940 million remaining March 2017term loan the next major maturity. Moody's believes there is areasonably good chance that Univision would be able to fund itsremaining 2017 term loan maturity through free cash flow anddrawdowns under its $488 million revolver expiring March 2018.Extending the maturity profile provides the company additionaltime to grow earnings and reduce its very high leverage.

The refinancing also enhances Univision's liquidity positionthrough the pay down of the accounts receivable and revolverbalances. The offerings also help fund the investment in El Reyand the acquisition of rights from Televisa for $81 million inMarch that allows the company to launch two channels on one MVPD.The acquisition of the launch rights improves the company'sprospects for negotiating increases in carriage fees with theMVPD. A covenant amendment could be necessary if the economyweakens given step-downs in the net senior leverage covenant to8.5x on 12/31/14 from 9.25x at present. Because the covenant onlyapplies if the revolver is drawn, the repayment of revolverborrowings improves covenant flexibility.

Moody's expects revenue growth in a 6-7% range in 2013 assuming acontinued moderate economic expansion. The absence of meaningfulpolitical advertising is a drag, although Moody's projectscontinued strong distribution fee growth and a roughly 6% increasein television advertising (excluding non-cash revenue fromTelevisa, major soccer, and political). In 2014, Moody's expects11-13% revenue growth with a strong boost from the 2014 World Cupin Brazil. Debt-to-EBITDA should decline to approximately 11x in2013 and 10x in 2014 based on Moody's projections. Moody'sbelieves Univision has adequate cash, cash flow and revolvercapacity to fund debt service through 2015. Moody's anticipatesUnivision will continue to proactively refinance its approximately$1.04 billion 2016/2017 maturities, although there could berefinancing risk if credit market/economic conditions deteriorategiven the company's revenue sensitivity to cyclical advertising.

The proposed 2023 notes are guaranteed by Univision's domesticoperating subsidiaries and are secured by a first lien onsubstantially all of the assets of Univision and its subsidiariesthat secure the company's $5.3 billion senior secured creditfacility (including the proposed term loan), $1.2 billion 6.875%senior notes due 2019, $750 million 7.875% senior notes due 2020and $1.225 billion senior notes due 2022. Moody's ranks the creditfacility, 2019 notes, 2020 notes, 2022 notes and 2023 notes thesame in its loss given default notching methodology based on theinstruments' pari passu first lien senior secured claims. Thecredit facility nevertheless contains covenants that could improverecovery prospects relative to the notes. Moody's expects towithdraw the rating on the 2014 term loans when repaid inconjunction with the proposed refinancing.

The stable rating outlook reflects Moody's view that Univisionwill maintain an adequate liquidity position and be able to funddebt service while steadily de-leveraging over the next two yearsbased on Moody's central economic projection for modest growth inthe U.S. and global economy.

A deterioration in liquidity including an inability to generatepositive free cash flow, a greater than anticipated decline in thecovenant cushion, heightened concern that maturities cannot berefinanced, or renewed economic weakness could result in adowngrade. The ratings will also be vulnerable to a downgrade aslong as debt-to-EBITDA is above 10x, although a downgrade may notoccur if the company has adequate liquidity given the potentialfor meaningful de-levering during economic expansions.

Good operating execution or an equity offering that leads toconsistent free cash flow generation and debt reduction, debt-to-EBITDA sustained below 8.5x and free cash flow exceeding 3% ofdebt could position the company for an upgrade. A good liquidityposition including a high degree of confidence that Univision canrefinance its maturities would be necessary for an upgrade.

The principal methodology used in rating Univision was the GlobalBroadcast and Advertising Related Industries Methodology publishedin May 2012. Other methodologies used include Loss Given Defaultfor Speculative-Grade Non-Financial Companies in the U.S., Canadaand EMEA published in June 2009.

Univision, headquartered in New York, NY, is the leading Spanish-language media company in the United States. Revenue for the LTMended March 2013 was approximately $2.4 billion excluding non-cashadvertising revenue.

USMART MOBILE: Posts $888,000 Net Income in First Quarter---------------------------------------------------------USmart Mobile Device Inc., formerly known as ACL SemiconductorsInc., filed with the U.S. Securities and Exchange Commission itsquarterly report on Form 10-Q disclosing net income of $888,332 on$14.46 million of net sales for the three months ended March 31,2013, as compared with a net loss of $865,668 on $42.41 million ofnet sales for the three months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $34.14million in total assets, $34.57 million in total liabilities and a$430,686 total stockholders' deficit.

"As of March 31, 2013, the Company has total current assets of$6,831,666 and current liabilities of $34,389,086. This raisessubstantial doubt about the Company's ability to continue as agoing concern. We will continue to seek additional sources ofavailable financing on acceptable terms; however, there can be noassurance that we will be able to obtain the necessary additionalcapital on a timely basis or on acceptable terms, if at all. Inaddition, if the results are negatively impacted and delayed as aresult of political and economic factors beyond management'scontrol, our capital requirements may increase."

Del.-based USmart Mobile, previously known as ACL SemiconductorsInc., is currently engaged in the production, manufacturing anddistribution of smartphones, electronic products and components inHong Kong Special Administrative Region and the People's Republicof China through its operating subsidiaries.

Mr. Wollen is in ill health so that the parties are concernedabout his availability to testify at trial or deposition at alater time. The parties thus stipulated to have deposition of Mr.Wollen by written questions should proceed despite discovery beingpremature in the case.

A copy of Judge Vidmar's May 2, 2013 Stipulated Order is availableat http://is.gd/LkMnphfrom Leagle.com.

VICTORY ENERGY: Delays Form 10-Q for Q1 Due to Restatements-----------------------------------------------------------Victory Energy Corporation said that its quarterly report on Form10-Q for the period ended March 31, 2013, cannot be filed withinthe prescribed time. As previously reported, the Company isconcluding a restatement of its annual report on Form 10-K for theyear ended Dec. 31, 2011, and its quarterly reports for each ofthe quarters ended March 31, 2012, June 30, 2012, and Sept. 30,2012. The significant amount of additional hours required ofstaff to obtain and to compile the business and financial datanecessary to complete the restatement has also delayed the timelyfiling of the 10-Q for the period ended March 31, 2013.

About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in theexploration, acquisition, development and exploitation of domesticoil and gas properties. Current operations are primarily locatedonshore in Texas, New Mexico and Oklahoma.

The Company reported a net loss of $3.95 million on $305,180 ofrevenues for 2011, compared with a net loss of $432,713 on$385,889 of revenues for 2010. The Company's balance sheet atSept. 30, 2012, showed $1.69 million in total assets, $259,886 intotal liabilities and $1.43 million in total stockholders' equity.

WESTINGHOUSE SOLAR: Incurs $1 Million Net Loss in First Quarter---------------------------------------------------------------Westinghouse Solar, Inc., filed with the U.S. Securities andExchange Commission its quarterly report on Form 10-Q disclosinga net loss of $1.02 million on $81,194 of net revenue for thethree months ended March 31, 2013, as compared with a net loss of$2.85 million on $2.42 million of net revenue for the same periodduring the prior year.

The Company's balance sheet at March 31, 2013, showed $3.18million in total assets, $5.31 million in total liabilities,$417,704 in series C convertible redeemable preferred stock,$280,000 in series D convertible redeemable preferred stock and a$2.82 million total stockholders' deficit.

Campbell, Calif.-based Westinghouse Solar, Inc., is a designer andmanufacturer of solar power systems and solar panels withintegrated microinverters. The Company designs, markets and sellsthese solar power systems to solar installers, trade workers anddo-it-yourself customers in the United States and Canada throughdistribution partnerships, the Company's dealer network and retailoutlets.

Westinghouse Solar disclosed a net loss of $8.62 million on $5.22million of net revenue in 2012, as compared with a net loss of$4.63 million on $11.42 million of net revenue in 2011.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a"going concern" qualification on the consolidated financialstatements for the year ended Dec. 31, 2012, citing significantoperating losses and negative cash flow from operations that raisesubstantial doubt about its ability to continue as a goingconcern.

The proceeds of the proposed senior note will be used to fund acash tender for $500 million in outstanding 7.875% first mortgagenotes due 2017. As a result, the issuance is leverage neutral andcredit positive due to the maturity extension and interest savingsof roughly $16 million (net of premium).

The senior notes will not have meaningful restrictive covenantsexcept for covenants limiting liens and sale-and-leasebacks to 15%of total assets (based on GAAP). Beyond the 15% carveout, thesenior notes will benefit on a pari passu basis from any securitygranted to other creditors. As of March 31, 2013, Fitch calculatesthat Wynn Las Vegas had $3.6 billion in assets translating into$546 million lien capacity per the 15% carveout, or about 1.4xWynn Las Vegas' EBITDA after corporate expense.

Key Rating Drivers

Issue Specific RatingsThe FMNs are currently unsecured (other than the parent equitypledge noted below), since the collateral was released followingthe termination of the Wynn Las Vegas credit facility in September2012. However, Fitch continues to maintain the one-notch positivedifferential on the FMNs relative to the 'BB' IDR due to thespringing lien provision, the collateral value of Wynn Las Vegas,and the 2x fixed-charge debt incurrence test. These factors limitpotential collateral dilution and additional debt.

The unsecured senior notes also benefit from the FMNs springinglien provision, providing downside protection in the near-to-medium term. The senior notes contain a covenant stating that anylien granted to the FMNs will be shared on a pari passu basis.Therefore, as long the FMNs are outstanding no liens can begranted without the senior notes benefiting from the lien on apari passu basis.

However, Fitch rates the unsecured senior notes equal to the 'BB'IDR based on Fitch's expectation of the long-term trend that WynnLas Vegas' capital structure will continue to become traditionallyunsecured. The longest-dated FMN matures in 2022 but Wynn may lookto refinance FMNs before that, given that the outstanding FMNs aretrading at substantial premiums.

Fitch believes there is upside rating momentum over the mediumterm as the Cotai project nears completion. In this case, Wynn LasVegas' ratings could converge at 'BB+' (and likely limited thereuntil leverage is reduced at Wynn Las Vegas). In the vast majorityof cases in the 'BB' category, Fitch rates unsecured debt equal tothe IDR.

As of March 31, 2013 Fitch calculates Wynn Las Vegas' leverage andinterest coverage using last-12-month EBITDA after corporateexpense of $400 million at 7.41x and 1.75x, respectively.

The notes will be secured by a first priority pledge of WynnResorts' equity interests, which is currently the same securitysupporting the FMNs. Fitch does not assign much value to theparent equity pledge, since Wynn Las Vegas creditors already havestructural seniority because the debt is issued at the subsidiarylevel.

The rating linkage is supported by Wynn's ability and demonstratedwillingness to upstream funds from Wynn Macau to the parent aswell as Wynn Las Vegas' strategic importance to Wynn Macau and theparent.

Fitch expects Wynn's capacity to downstream cash to Wynn Las Vegasto tighten in the near term as Wynn Macau develops its $3.5billion-$4 billion Cotai resort. That said, Fitch projects thatWynn Macau will maintain ample capacity to pay dividends throughthe development of the Cotai project with roughly $1.5 billion inexcess cash and $1.55 billion in revolver capacity as of March 31,2013.

Wynn Macau's EBITDA after corporate expense and royalty fees forthe LTM period ending March 31, 2013 was $1.03 billion. Interestexpense will fluctuate between $20 million-$70 million dependingon amounts outstanding on the facility and the prevailing short-term rates. Maintenance capital expenditures could be around $50million and tax expense will be minimal, leaving roughly $900million in discretionary cash flow that can be split between Cotaidevelopment and paying dividends.

Wynn Resorts Ltd is entitled to 72.3% of Macau dividends. Also theparent receives approximately $170 million in royalty fees fromMacau annually. Uses of cash at the parent include the payment ofWynn Resorts, Ltd dividends of $1 per quarter per share (about$400 million per year) and roughly $40 million of interest expenseon the promissory note granted to Okada in exchange for redeeminghis shares in Wynn. To maintain these commitments, Wynn Macauneeds to dividend up roughly $400 million per year. This wouldleave about $500 million in annual Macau free cash flow (FCF) forCotai development, which is expected to take about three years.

Through the Cotai development, Fitch expects Wynn Las Vegas toremain FCF positive. LTM EBITDA after corporate expense is $400million and run-rate interest and capital expenditures are roughly$200 million and $50 million, respectively. Liquidity at Wynn LasVegas is solid with no maturities until 2020 and about $135million in cash net of cage cash (estimated by Fitch at roughly$35 million). Dividends from Wynn Las Vegas to the parent aresubject to restricted payment basket provisions in the FMNindentures.

Fitch calculates consolidated gross leverage using EBITDA withMacau minority interest income subtracted as of March 31, 2013 at4.5x. Through the Cotai development, Fitch expects consolidatedgross leverage to remain between 5x-6x and then normalize to below4x once Cotai ramps up.

Rating Sensitivities

Positive: Future developments that may, individually orcollectively, lead to an upgrade of Wynn's IDR to 'BB+' or theOutlook being revised to Positive include:

-- Consolidated gross leverage moderating to around or below 4x after the Cotai development starts to ramp up;

Negative: Future developments that may, individually orcollectively, lead to a downgrade of Wynn's IDR to 'BB-' or theOutlook being revised to Negative include:

-- Consolidated gross leverage reaching and maintaining above 6x through the Cotai development cycle or above 5x once the Cotai project ramps up;

-- Unfavorable resolution to the Okada dispute (e.g. scenario in which Wynn has to issue significant amount of additional debt to fund increased compensation for redeeming Okada's shares);

-- Significant debt issued at the parent or Wynn Las Vegas level to support new development projects.

At the 'BB' IDR there is cushion for moderate operating declinesat the Las Vegas or Macau level and/or a modest amount ofadditional debt beyond the planned Cotai funding for eitherfunding new projects or an increased payment to Okada. Fitch willconsider a 'BB+' IDR as the Cotai development nears completion andif operating conditions better support Fitch's current view thatleverage will normalize to around 4x by late 2016.

If Fitch upgrades Wynn's IDR to 'BB+', senior unsecured notes willlikely continue to be rated on par with the IDR and the FMN notchwill likely be removed and the FMNs rated on par with theunsecured notes.

* Moody's Liquidity Stress Index is 3.2% as of Mid-May------------------------------------------------------Moody's Liquidity-Stress Index rose to 3.2% as of mid-May from arecord low 2.8% at the end of April, but remains well below its7.3% historical average, Moody's Investors Service says in itslatest edition of SGL Monitor.

"Despite the increase, the LSI remains in the low and tight rangeof 2.8%-3.2%, in which it has fluctuated all year," says VicePresident -- Senior Credit Officer John Puchalla. "The still-lowLSI signals that most US speculative-grade companies continue toavoid liquidity problems despite tepid growth in corporate salesand continued softness in the economy."

US high-yield bond issuance is tracking 9.2% ahead of strong year-ago levels, which is providing continuing support for corporateliquidity, according to Moody's. A decline in the LSI from 3.9%one year ago is consistent with Moody's view that the USspeculative-grade default rate will drop to 2.4% a year from now,from 3.1% in April.

The newsletter also reports that liquidity rating downgrades haveexceeded upgrades 6-3 so far in May, continuing a negative trendthat began in mid-2011. Upgrades have prevailed in some months,including April, when upgrades topped downgrades 4-3. But duringthe past two years there have been 1.3 downgrades for every oneupgrade.

"Still, the LSI has improved from 4.0% two years ago because itreflects only companies with SGL-4 ratings," Puchalla says. "TheLSI continues to be a better indicator of the default rate thanthe upgrade-downgrade trend because many downgrades are to levelsthat do not signal heightened default risk."

Moody's Covenant-Stress Index (MCSI) held its record low of 1.7%for a second consecutive month in April. The index remains wellbelow the high of 17.3% recorded in March 2009 and the historicalaverage of 6.7% dating back to 2002. The low reading indicates alow risk of covenant violations over the next 12-15 months formost companies.

* ABI's Endowment Makes Pitch for Unclaimed Chapter 11 Funds------------------------------------------------------------Katy Stech, writing for The Wall Street Journal's Bankruptcy Beat,reported that top bankruptcy attorneys have found a new place forthe scraps of leftover money from corporations that collapsedunder Chapter 11 protection: their own charity.

According to the WSJ report, without clear instructions from theU.S. Bankruptcy Code on what to do with the unclaimed money that'stoo small to distribute among a liquidated company's creditors,the American Bankruptcy Institute is pushing the corporatebankruptcy attorneys among its roughly 13,000 members to donatethe money to the organization's own nonprofit endowment fund.

"We think it's as good a place as any," ABI executive director SamGerdano, who said that three bankruptcy estates have promised tofunnel leftover money into the charity so far, related to WSJ."Rather than having it [turn over] to the state, why not recycleit into the bankruptcy community?"

The group has posted a 131-word passage on its website thatbankruptcy attorneys can copy and paste into creditor payout plansto direct the money to the fund, which pays for scholarship andbankruptcy research, the WSJ report related.

The trade group's initiative comes at a time when manyrestructuring professionals are confused over what to do withunexpected leftover money in a liquidating Chapter 11 bankruptcycase, WSJ noted. That money can come from uncashed creditorchecks, tax rebates or returned utility deposits.

The Bankruptcy Code says that leftover money in Chapter 11, whichis usually used to restructure companies and keep them inbusiness, should return to the reorganized company, WSJ related.The Code's designers, however, didn't foresee that more companieswould instead use Chapter 11 to liquidate. Closing a companyusing the Chapter 11 process gives a company's executives morecontrol because they stay on staff to unwind the companythemselves. Under the more traditional Chapter 7 liquidationprocess, the court appoints a trustee to do that work.

It's unclear how much unclaimed money has accumulated, butattorneys say the amounts can range from a few hundred dollars tomore than $50,000, the report further related.

Without oversight, "the money is totally off the radar," Floridabankruptcy attorney Paul Steven Singerman said last year,according to WSJ. He once was handed a $150,000 insurance rebatecheck for a company whose bankruptcy he handled.

* Big Banks Get Break in Rules to Limit Risks---------------------------------------------Ben Protess, writing for The New York Times' DealBook, reportedthat under pressure from Wall Street lobbyists, federal regulatorshave agreed to soften a rule intended to rein in the bankingindustry's domination of a risky market.

The changes to the rule could effectively empower a few big banksto continue controlling the derivatives market, a main culprit inthe financial crisis, according to the report.

The $700 trillion market for derivatives -- contracts that derivetheir value from an underlying asset like a bond or an interestrate -- allow companies to either speculate in the markets orprotect against risk, the report related.

It is a lucrative business that, until now, has operated in theshadows of Wall Street rather than in the light of publicexchanges, the report added. Just five banks hold more than 90percent of all derivatives contracts. Yet allowing such a largeand important market to operate as a private club came under firein 2008. Derivatives contracts pushed the insurance giant AmericanInternational Group to the brink of collapse before it was rescuedby the government.

In the aftermath of the crisis, regulators initially planned toforce asset managers like Vanguard and Pimco to contact at leastfive banks when seeking a price for a derivatives contract, arequirement intended to bolster competition among the banks, thereport further related. Now, according to officials briefed on thematter, the Commodity Futures Trading Commission has agreed tolower the standard to two banks.

About 15 months from now, the officials said, the standard willautomatically rise to three banks, the report added. And under thetrading commission's new rule, wide swaths of derivatives tradingmust shift from privately negotiated deals to regulated tradingplatforms that resemble exchanges. But critics worry that thebanks gained enough flexibility under the plan that it hews tooclosely to the "precrisis status."

* Zimmerman Joins Wolters Kluwer as Senior Compliance Consultant----------------------------------------------------------------Wolters Kluwer Financial Services on May 16 disclosed that it hasadded Chris Zimmerman to its Consulting Practice as a seniorcompliance consultant focused on default servicing. Mr. Zimmermanhas more than a decade of experience helping some of the nation'slargest lenders and servicers manage their default servicingareas, including senior leadership roles with BankUnited andAurora Loan Services.

In his new position, Mr. Zimmerman will consult with clients innumerous areas of default servicing. These include foreclosuretimeline management; contested and litigated case resolution;bankruptcy processing and timeline management; REO processing;FHA/VA/GSE servicing requirements; training; policy and proceduredevelopment; legislative and regulatory changes; and vendormanagement and oversight.

Mr. Zimmerman was most recently vice president of BankUnited'sForeclosure and Bankruptcy department and before that, assistantvice president of Aurora Loan Services' Foreclosure and ContestedDefault departments. In these roles, Zimmerman helped thesefinancial institutions implement default servicing and lossmitigation policies, procedures and controls that ensuredcompliance with state and federal regulatory requirements;government-sponsored loan modification and refinance programs; andinvestor and mortgage insurance company guidelines. He alsohelped these institutions develop, implement and execute upon riskand control self-assessments and key risk indicators.

"Consumer default management continues to be an area of growingfocus by regulators at all levels," said Timothy Burniston, vicepresident and senior director for Wolters Kluwer FinancialServices' U.S. Consulting Practice. "The addition of an expertlike Chris to our team can help our customers ensure they continueto meet the regulators increasingly-stringent expectations tied tothe bankruptcy and foreclosure processes."

Monday's edition of the TCR delivers a list of indicative pricesfor bond issues that reportedly trade well below par. Prices areobtained by TCR editors from a variety of outside sources duringthe prior week we think are reliable. Those sources may not,however, be complete or accurate. The Monday Bond Pricing tableis compiled on the Friday prior to publication. Prices reportedare not intended to reflect actual trades. Prices for actualtrades are probably different. Our objective is to shareinformation, not make markets in publicly traded securities.Nothing in the TCR constitutes an offer or solicitation to buy orsell any security of any kind. It is likely that some entityaffiliated with a TCR editor holds some position in the issuers"public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies withinsolvent balance sheets whose shares trade higher than $3 pershare in public markets. At first glance, this list may look likethe definitive compilation of stocks that are ideal to sell short.Don't be fooled. Assets, for example, reported at historical costnet of depreciation may understate the true value of a firm'sassets. A company may establish reserves on its balance sheet forliabilities that may never materialize. The prices at whichequity securities trade in public market are determined by morethan a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in eachWednesday's edition of the TCR. Submissions about insolvency-related conferences are encouraged. Send announcements toconferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filedChapter 11 cases involving less than $1,000,000 in assets andliabilities delivered to nation's bankruptcy courts. The listincludes links to freely downloadable images of these small-dollarpetitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book ofinterest to troubled company professionals. All titles areavailable at your local bookstore or through Amazon.com. Go tohttp://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday editionof the TCR.

The Sunday TCR delivers securitization rating news from the weekthen-ending.

For copies of court documents filed in the District of Delaware,please contact Vito at Parcels, Inc., at 302-658-9911. Forbankruptcy documents filed in cases pending outside the Districtof Delaware, contact Ken Troubh at Nationwide Research &Consulting at 207/791-2852.

This material is copyrighted and any commercial use, resale orpublication in any form (including e-mail forwarding, electronicre-mailing and photocopying) is strictly prohibited without priorwritten permission of the publishers. Information containedherein is obtained from sources believed to be reliable, but isnot guaranteed.

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